Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.
Appears in 3 contracts
Samples: Sublease, Sublease (Synacor, Inc.), Sublease (Synacor, Inc.)
Right of First Offer. The reference Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to “Suite 350” be occupied by Tenant hereunder, (i) the Lease is hereby deleted from Exhibit D attached in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsterms, and provided no default by Subtenant existsset forth herein, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant additional office space which may be available for leasing (as hereinafter defined) throughout the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Project (the “Offer Space”) in an ). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “AS-IS” condition; Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such offer shall be in writing and specify the terms for lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to be paid for lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Tenant’s Response Notice”). Sublandlord Time shall use good faith in determining be of the rent amount essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord occasion identified in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the such Landlord’s Offer Notice. If Subtenant timely If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then Sublandlord and Subtenant in such event, Landlord and Tenant shall execute enter into an amendment to this SubleaseLease, effective as within thirty (30) days following the date of the date Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space is to be included in incorporated into the Premises, on Premises and the terms set forth in Base Rent and Tenant’s Proportionate Share to be modified to reflect the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, Subtenant must exercise its rights hereunderin the state and condition in which the same shall be upon removal by the preceding occupant, if at allany, as to all except that Landlord shall remove any items of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then personal property left by such right occupant and shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of deliver the Offer Space to third parties on Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such terms state and condition. Landlord makes no representations as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists to the condition of any Offer Space or Subtenant is not then occupying the entire Premises. For purposes hereofas to any other thing or fact related thereto, if an Offer Notice is delivered for less than all of and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space but such notice provides for an expansionTenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, right of first refusal, subtenant or other preferential right occupant or for any other reason, Landlord shall not be subject to lease some any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the remaining Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.
Appears in 3 contracts
Samples: Lease (Under Armour, Inc.), Lease (Under Armour, Inc.), Lease (Under Armour, Inc.)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options Tenant shall have a continuing right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant on First Offer Space (as defined below) during the space shown period beginning on Exhibit Athe Commencement Date and expiring October 31, containing approximately 4,205 rentable square feet of space 2012 (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer NoticeRight of First Offer”). Sublandlord shall use good faith in determining the rent amount for the As used herein, “First Offer Space. The Offer Notice ” shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth mean any space in the Building during the Right of First Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditionperiod. Notwithstanding the foregoing, if before Sublandlordthe right to occupancy with respect to any such exercised Right of First Offer shall commence only following the expiration or earlier termination of any then existing lease pertaining to each such particular First Offer Space (each an “Existing Lease”), including any renewal of such Existing Lease, whether or not such renewal is pursuant to an express written provision in such lease and, regardless of whether any such renewal is consummated pursuant to a lease amendment or a new lease. Landlord shall provide written notice to Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties. The First Offer Notice shall include the Base Rent upon which Landlord agrees to offer the First Offer Space to Tenant, which Base Rent shall be the then current market rate terms being offered by Landlord. Tenant shall have fifteen (15) business days following the date of Landlord’s delivery to Subtenant of the First Offer Notice to Tenant to exercise its Right of First Offer by providing Landlord with an irrevocable written notice (“Election Notice, Sublandlord has received an offer ”) that Tenant elects to lease all or part of the First Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained described in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of First Offer Notice on the essence with respect to same terms as set forth herein except for Base Rent for the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the First Offer Space which shall be as set forth in the First Offer Notice. Tenant shall not be permitted to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for lease less than all of the First Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of described in the remaining portion of First Offer Notice. In the Offer Spaceevent that Landlord does not receive Tenant’s Election Notice within the applicable time period set forth above, then such remaining portion Tenant shall be deemed to have declined to exercise its Right of the First Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to the applicable First Offer Space and Landlord shall be flee to lease the space described in the Offer to any space leased third party on such terms and conditions as Landlord may elect. In the event that Tenant does not give an Election Notice with respect to a particular First Offer Space by Subtenant under this Section 5the expiration of the required time period therefor, and Subtenant and Sublandlord shall each indemnify the other against all costsLandlord does not lease such First Offer Space within six (6) months thereafter, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any then Tenant may notify Landlord of its interest in this Sublease or sublets any portion of additional space and Landlord shall provide another First Offer Notice to Tenant with respect to the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseapplicable First Offer Space.
Appears in 2 contracts
Samples: Lease Agreement (Globeimmune Inc), Lease Agreement (Globeimmune Inc)
Right of First Offer. The reference Provided that as of the date Tenant notifies Landlord of its desire to “Suite 350” exercise its "Right of First Offer" (as defined below) (i) Tenant is hereby deleted from Exhibit D attached not in default under the terms and conditions of this Lease, (ii) no event has occurred but for the passage of time or the giving of notice, or both, that would constitute a material default under this Lease which has not been cured or waived, and (iii) Tenant is then occupying the Premises, during the initial Term of this Lease Tenant shall have an ongoing right of first offer (the "Right of First Offer") to rent any available space on the 20/th/ floor of the Building (the "ROFO Premises"), subject to the Subleaseterms and conditions set forth below. Subject Prior to then-existing renewal or expansion options submitting any proposal to a third party with respect to the leasing of other subtenantsthe ROFO Premises, and provided no default by Subtenant exists, Sublandlord shall, before offering Landlord agrees to notify Tenant in writing as to the same to any party (other than date in the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space future (the “Offer Space”"Availability Date") in an “AS-IS” condition; such offer shall when the ROFO Premises can be made available to Tenant ("Landlord's Notice"). Tenant must notify Landlord in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) business days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as Tenant's receipt of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Landlord's Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely whether Tenant desires to exercise its right hereunder, then such right shall lapse, time being Right of First Offer. Tenant's Right of First Offer must be exercised as to one hundred percent (100%) of the essence ROFO Premises. If Tenant does not notify Landlord of its election to exercise its Right of First Offer with respect to the ROFO Premises within said ten (10) business period, then Tenant will be deemed to have elected not to exercise thereof (it being understood that each its Right of Subtenant’s five rights of first offer hereunder is a one-time right only First Offer with respect to each the ROFO Premises and to have waived its Right of First Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5the ROFO Premises until such time as Landlord presents another proposal to an entirely new third party with respect to the ROFO Premises. If Tenant elects to exercise its Right of First Offer and so notifies Landlord within said ten (10) business day period, then Landlord will, at its own expense, perform the base building work in the ROFO Premises consistent with the terms of Exhibit H attached hereto, and Subtenant and Sublandlord shall each indemnify Tenant will accept --------- the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession ROFO Premises as of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest Availability Date in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.its
Appears in 2 contracts
Samples: Lease Agreement (Coolsavings Com Inc), Disturbance and Attornment Agreement (Coolsavings Com Inc)
Right of First Offer. The reference Prior to Landlord’s leasing any available space in the Building (the “Suite 350First Offer Space”), to any third party, Landlord shall offer to lease such space (the “Offered Space”) to Tenant at the Expansion Market Rent (defined below) and except as otherwise specified herein on the same terms and conditions as the Lease, provided however, that (a) if there are less than three (3) Lease Years left in the Term at the time Landlord is offering to lease the Offered Space, Tenant may lease the Offered Space only if Tenant has, and irrevocably exercises, an Extension Option set forth in Section 2.4.1 of the Lease for the entire Premises (as expanded by this First Amendment) so that the Offered Space shall be leased by Tenant for not less than a three (3) year term, (b) the Offered Space shall be leased by Tenant in its “as is” is hereby deleted from Exhibit D attached condition, and (c) the figures for Base Operating Expenses and Base Taxes applicable to the Sublease. Subject Offered Space shall be the actual amounts for the calendar year and fiscal year, respectively, in which the Offered Space is to thenbe delivered to Tenant, Any tenant or occupant of the Offered Space from time to time, any affiliate thereof, or any party having a right (including right of first offer) to lease such space as of the date hereof shall not be considered a “third-existing renewal or expansion options party” for purposes of other subtenantsthis Section 2, and provided no default by Subtenant exists, Sublandlord shall, before Landlord shall be free to lease the Offered Space to any of the foregoing without offering the same to any party (other than the then-current subtenant or occupant therein), first Tenant. Any offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall by Landlord under this Section 2 may be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, accepted by Tenant by written notice given within ten (10) days after Sublandlord delivers to Subtenant the Offer Noticeof delivery of Landlord’s offer. If Subtenant Tenant does not timely elects to lease the Offer Spaceaccept Landlord’s offer, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTenant’s rights under this Section 5 2 shall terminate if (a) be deemed conclusively waived by Tenant with respect to the Sublease or Subtenant’s right to possession next lease of the Premises Offered Space, and Landlord shall have no further obligation to offer the Offered Space to Tenant before next leasing the same to a third party, but this Section 2 shall apply to any other lease of First Offer Space. In the event that Tenant accepts any offer by Landlord under this section, the leasing of such Offered Space and the rent therefor shall be documented by an Amendment to the Lease. Tenant’s rights under this Section 2 shall be rendered void, at Landlord’s election, if Tenant is in default (or subject to any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain applicable notice and cure periods set forth in the initial Term Lease) at the time Landlord offers any space to a third party or at the time Tenant’s lease of the Subleaseany Offered Space under this Section 2, would otherwise commence.
Appears in 2 contracts
Samples: Sublease Agreement (Biofrontera AG), Sublease Agreement (Biofrontera AG)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-existing renewal or expansion options provisions of other subtenants, and provided no default by Subtenant existsArticle 8 of the Lease, Sublandlord shall, before offering shall notify Subtenant when any additional space in the same to any party Premises becomes available for sublease (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) ), including the terms upon which Sublandlord is willing to sublease the Offer Space. Any terms not included in an “AS-IS” condition; such offer notice shall be the same as set forth in writing and specify this Sublease. Subtenant shall have the right (“ROFO”), subject to approval by Landlord pursuant to Article 8 of the Lease, to sublease all of such Offer Space upon the terms set forth in Sublandlord’s notice; provided, that Subtenant shall have no such right, if Subtenant is then, or at any time prior to the commencement of the sublease terms for the Offer Space, including in default under this Sublease. Subtenant may exercise the rent ROFO by written notice to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises Sublandlord (the “Offer Exercise Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, ) within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease date of Sublandlord’s notice of availability of the Offer Space. If Sublandlord receives the Exercise Notice within such 10-day period, then and the terms for subleasing the Offer Space to Subtenant are approved by Landlord pursuant to Article 8 of the Lease, Sublandlord shall deliver the Offer Space to Subtenant upon the date such space is available and Subtenant shall execute prepare an amendment to this Sublease, effective Sublease adding the Offer Space to the Subleased Premises as of the date the Offer Space is to be included in the Premises, on of delivery upon the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to notice of availability, which amendment shall be executed by Subtenant within ten (10) days after Subtenant’s receipt of same from Sublandlord. If Sublandlord does not receive the Offer NoticeExercise Notice within such 10-day period, Sublandlord has received an offer shall be free to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of sublease the Offer Space to third parties on such any third-party upon any terms as and conditions acceptable to Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all and approved by Landlord pursuant to Article 8 of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease.
Appears in 2 contracts
Samples: Sublease Agreement, Sublease Agreement (Tableau Software Inc)
Right of First Offer. The reference to “Suite 350” Provided this Lease is hereby deleted from Exhibit D attached to in full force and effect and there is no Event of Default, Tenant shall have the Sublease. Subject to thenone-existing renewal or expansion options time right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the entirety of the space on the 200 level (1st) floor of Building C that is immediately adjacent to the Premises that is shown on Exhibit A, containing approximately 4,205 rentable square feet of space (E as the “Offer ROFO Space”) ” ,subject to and in an “AS-IS” condition; such offer accordance with the terms and conditions set forth in this Section 2.02. If at any time from and after the Term Commencement Date the ROFO Space shall be become available, Landlord shall notify Tenant thereof in writing and specify (“Landlord’s ROFO Space Notice”), which notice shall include the terms anticipated estimated date upon which such ROFO Space shall become available for occupancy by Tenant , the proposed term for the Offer Space, including the rent to be paid for the Offer ROFO Space and the date on economic terms upon which the Offer Space shall Landlord would be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects willing to lease the entire Offer ROFO Space on to Tenant. Tenant shall have the terms set forth right to lease all such ROFO Space described in the Offer Notice, Landlord’s ROFO Space Notice only by giving written notice to Landlord within ten (10) days after Sublandlord delivers to Subtenant the Offer Tenant receives Landlord’s ROFO Space Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence essence. If Tenant so elects to lease the ROFO Space, such ROFO Space shall be leased upon the terms and conditions contained in the Landlord’s ROFO Space Notice. To confirm Tenant’s election to lease the ROFO Space as set forth above, Landlord shall prepare, and Tenant and Landlord shall promptly execute and deliver, an amendment to this Lease reflecting the terms as set forth in Landlord’s ROFO Space Notice. For the purposes hereof, space shall be deemed “available for occupancy” when any lease or occupancy agreement (including extension periods) has expired or is due to expire within not less than six (6) months, or Landlord has elected not to renew the lease of the present tenant, and any prior options, rights or rights to lease with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder such ROFO Space have expired or been waived and Landlord is a one-time right only with respect free to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space such space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasewithout restriction.
Appears in 2 contracts
Samples: Commencement Date Agreement (Xenetic Biosciences, Inc.), Commencement Date Agreement (Xenetic Biosciences, Inc.)
Right of First Offer. The reference to “Suite 350” Provided that no event of default has occurred and is hereby deleted from Exhibit D attached to continuing under the Sublease. Subject to then-existing renewal or expansion options terms of other subtenantsthis Lease, and provided no default by Subtenant exists, Sublandlord shall, before offering the same subject to any party (rights granted to other than the then-current subtenant tenants occupying such space to extend or occupant thereinrenew their lease(s), Tenant shall have the right of first offer with respect to lease to Subtenant any space which becomes available on the space shown on Exhibit A, containing approximately 4,205 rentable square feet fourth floor of space the Building. Landlord shall give Tenant written notice (the “Offer SpaceLandlord’s Notice”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent at least thirty (30) days prior to be paid for the Offer Space and the date on which any such space (“Expansion Space”) is expected to become available and the Offer terms under which Landlord is willing to lease such Expansion Space to Tenant (including the initial Base Rent, rights to extend, if any, and how the Base Rent will be determined during such extended terms), and Tenant shall have the right to be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord exercised in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers thereafter, to Subtenant the Offer Notice. If Subtenant timely elects agree to lease the Offer Space, then Sublandlord such space upon said terms and Subtenant conditions. Landlord shall execute prepare and deliver to Tenant an amendment to this Subleaselease or a lease for any such Expansion Space, effective as of the date the Offer Space is to be included substantially in the Premises, on same form as this Lease but incorporating the terms set forth and conditions contained in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before SublandlordLandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer and if Tenant does not enter into such amendment or lease within ten days thereafter, Tenant will be deemed to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise have waived its right hereunder, then such right shall lapse, time being of the essence first offer with respect to that particular portion of Expansion Space offered and Landlord may offer the exercise thereof (it being understood Expansion Space to any party upon terms that each of SubtenantLandlord deems appropriate. Tenant’s five rights right of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion shall be ongoing during the duration of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission Lease Term with respect to any space leased by Subtenant under portion of the Expansion Space not previously included in a Landlord’s Notice, notwithstanding Tenant’s refusal of any portion of Expansion Space offered to Tenant at any time during the Lease Term. Nothing in this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions is intended to preclude or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenantlimit Landlord’s right to possession grant tenants of such Expansion Space renewal rights or expansion rights which shall have priority over the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any rights of its interest in Tenant under this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease.
Appears in 2 contracts
Samples: Office Lease (Exact Sciences Corp), Office Lease (Exact Sciences Corp)
Right of First Offer. The reference Provided that the Tenant is not in Default, Tenant shall have the Right of First Offer on additional marketable space (“Expansion Premises”) within the building (“Right of First Offer”) as it becomes available. Landlord shall provide Tenant with written notice of intention to market, including the economic terms, (“Suite 350” is hereby deleted Notice of Intent to Market”). Tenant shall have twenty (20) business days from Exhibit D attached receipt of written notice by Landlord to negotiate the economics for the Expansion Premises. Except for the economics, all other terms and conditions for the Expansion Premises shall be consistent with those applicable to the SubleasePremises. Subject If Tenant does not deliver to thenLandlord Tenant’s Acceptance Notice within the applicable 20-existing renewal business day period, Landlord shall have the right to market and lease such Expansion Premises to any person(s) other than Tenant on any terms Landlord desires and without offering or expansion options of other subtenantsfurther offering such Expansion Premises to Tenant, and provided Tenant shall have no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), further right of first offer to lease such Expansion Premises pursuant to Subtenant this Paragraph 47. Any Expansion Premises leased by Tenant will be added to the space shown on Exhibit APremises as of the date provided in the offer, containing approximately 4,205 rentable square feet of space (and the “Offer Space”) in an “AS-IS” condition; such offer shall Rent will be in writing and specify the terms for the Offer Space, including adjusted to reflect the rent to be paid for with respect to Expansion Premises in accordance with the offer. Tenant agrees to execute amendments to this Lease to reflect additions to the Premises resulting from the exercise of the Right of First Offer. Tenant's lease of any Expansion Premises pursuant to this Right of First Offer Space will be on all the terms and conditions set forth in this Lease, with the date on exception of the economics, which the Offer Space shall be included in the Premises (the “set as described above. This Right of First Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer NoticeExpansion Premises is personal to Tenant or any Permitted Transferee, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditiontransferable. Notwithstanding the foregoing, Tenant shall not have the Right of First Offer under this Paragraph 47 if before SublandlordTenant is in Default under this Lease at the time such Expansion Premises becomes available (and Landlord shall have no obligation to deliver to Tenant any Landlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer). If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect In addition to the exercise thereof (it being understood that each Right of Subtenant’s five rights First Offer, Tenant shall have the option to expand into contiguous space or relocate to another suite if space becomes available. Terms will be negotiated at the time of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all such expansion or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaserelocation.
Appears in 2 contracts
Samples: Office Lease Agreement (Geron Corp), Office Lease Agreement (Geron Corp)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options A. Tenant shall have a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer SpaceRight of First Offer”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included all space in the Premises Building (the “Offer NoticeOffering Space”). Sublandlord shall use good faith in determining the rent amount for the Tenant’s Right of First Offer Space. The Offer Notice shall be substantially similar exercised as follows: (i) with respect to existing tenants leasing the Offering Space as of the date of this Amendment: if (x) Landlord has not entered into an amendment to extend the existing tenants’ lease with respect to the Offer Notice attached Offering Space (or any portion thereof) prior to the Sublease as expiration of such tenants’ renewal option(s) and the existing tenant does not exercise its renewal option, then within five (5) days after the expiration of the applicable existing tenants’ renewal option exercise date; and (ii) with respect to any future tenant leasing the Offering Space in accordance with the terms of this Exhibit E. Subtenant D after Tenant has failed to exercise the Right of First Offer with respect to such space: if (x) Landlord has not entered into an amendment to extend the such future tenants’ lease with respect to the Offering Space (or any portion thereof) prior to the expiration of such future tenants’ renewal option(s) and the such future tenant does not exercise its renewal option, then within five (5) days after the expiration of the applicable future tenants’ renewal option exercise date, Landlord shall notify Sublandlord in writing whether Subtenant elects advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease the entire Offer Offering Space to Tenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate and terms for such Offering Space as reasonably determined by Landlord, or (y) if any of the Offering Space becomes available for lease to a party other than (I) the tenant or its successors or assigns under a lease in effect on the date of this Amendment, or (II) the future tenant or its successors assigns under a lease that is executed in accordance with the terms set of this Exhibit D after Tenant has failed to exercise the Right of First Offer with respect to such space (by early termination or otherwise), then, within five (5) days after such Offering Spaces becomes available for lease, Landlord shall deliver an Advice to Tenant setting forth terms under which Landlord is prepared to lease the Offering Space to Tenant, which terms shall reflect the Prevailing Market rate and terms for such Offering Space as reasonably determined by Landlord. Tenant may lease the entire (but not a portion of) the Offering Space described in the Offer NoticeAdvice under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as date of the date the Offer Space is to be included in the PremisesAdvice, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant except that Tenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then have no such right shall lapse, time being of the essence and Landlord need not provide Tenant with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.Advice if:
Appears in 2 contracts
Samples: Lease Agreement, Lease (Bazaarvoice Inc)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown five different spaces designated by suite number or floor number, and by square footage on Exhibit AD (each, containing approximately 4,205 rentable square feet of space (the an “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the lease terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the this Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable to timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 Article 16 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5Article 16, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 Article 16 shall terminate if (a) the this Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the this Sublease.
Appears in 2 contracts
Right of First Offer. The reference Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to “Suite 350” is hereby deleted from Exhibit D attached be added to the Sublease. Subject original Premises, subject to then-existing renewal or expansion options the rights of other subtenants, tenants in the Building and provided no default by Subtenant exists, Sublandlord shall, before offering subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same to any party (other than tenant even if no extension or renewal rights are contained in the then-then current subtenant or occupant thereinlease), first offer Tenant shall have a one-time right (the “Right of First Offer”) to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) in an “AS-IS” condition; at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall be in writing and specify give written notice to Tenant of the terms for availability of the Offer Space, including the rent to be paid for the Right of First Offer Space and the date terms and conditions on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar Landlord intends to offer it to the Offer Notice attached to the Sublease as Exhibit E. Subtenant public and Tenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within have a period of ten (10) business days after Sublandlord delivers thereafter in which to Subtenant the Offer Notice. If Subtenant timely elects exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space is to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included in within the Premises, on Premises and subject to all the terms and conditions of this Lease, except as set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before SublandlordLandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) notice and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.follows:
Appears in 2 contracts
Samples: Lease (Ocular Therapeutix, Inc), Lease (Ocular Therapeutix, Inc)
Right of First Offer. The reference to “Suite 350” Provided that no event of default has occurred and is hereby deleted from Exhibit D attached to continuing under the Sublease. Subject to then-existing renewal or expansion options terms of other subtenantsthis Lease, and provided no default by Subtenant exists, Sublandlord shall, before offering the same subject to any party (rights granted to other than the then-current subtenant tenants occupying such space to extend or occupant thereinrenew their lease(s), Tenant shall have the right of first offer with respect to lease any space which becomes available on the fourth floor of the Building. Landlord shall give Tenant written notice ("Landlord's Notice") at least thirty (30) days prior to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which any such space ("Expansion Space") is expected to become available and the Offer terms under which Landlord is willing to lease such Expansion Space to Tenant (including the initial Base Rent, rights to extend, if any, and how the Base Rent will be determined during such extended terms), and Tenant shall have the right to be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord exercised in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers thereafter, to Subtenant the Offer Notice. If Subtenant timely elects agree to lease the Offer Space, then Sublandlord such space upon said terms and Subtenant conditions. Landlord shall execute prepare and deliver to Tenant an amendment to this Subleaselease or a lease for any such Expansion Space, effective as of the date the Offer Space is to be included substantially in the Premises, on same form as this Lease but incorporating the terms set forth and conditions contained in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Landlord's Notice, Sublandlord has received an offer and if Tenant does not enter into such amendment or lease within ten days thereafter, Tenant will be deemed to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise have waived its right hereunder, then such right shall lapse, time being of the essence first offer with respect to that particular portion of Expansion Space offered and Landlord may offer the exercise thereof (it being understood Expansion Space to any party upon terms that each of Subtenant’s five rights Landlord deems appropriate. Tenant's right of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion shall be ongoing during the duration of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission Lease Term with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession portion of the Premises (or any portion thereof) is terminatedExpansion Space not previously included in a Landlord's Notice, (b) Subtenant assigns any notwithstanding Tenant's refusal of its interest in this Sublease or sublets any portion of Expansion Space offered to Tenant at any time during the Premises, Lease Term. Nothing in this Section is intended to preclude or (c) less than two full calendar years remain in limit Landlord's right to grant tenants of such Expansion Space renewal rights or expansion rights which shall have priority over the initial Term rights of the SubleaseTenant under this Lease.
Appears in 2 contracts
Samples: Office Lease (Exact Sciences Corp), Office Lease (Exact Sciences Corp)
Right of First Offer. The reference Tenant shall have a right of first offer (“Right of Offer”) to “Suite 350” is hereby deleted from Exhibit D attached lease any additional space on the sixth (6th) floor of the Building which becomes available during the first seven (7) Lease Years of the original Term of this Lease, subject to the Sublease. Subject to then-existing renewal or expansion options rights of other subtenantstenants pursuant to leases dated before the date of this Lease (and subject to Landlord’s right to renew or extend leases for existing tenants beyond their final lease term), and (“Additional Space”), provided however that Tenant shall have no default by Subtenant exists, Sublandlord shall, before offering the same Right of Offer with respect to any party Additional Space while any Event of Default exists and is continuing under this Lease. Landlord agrees to retain the right of relocation in any future leases to any tenants of the sixth (other than 6th) floor. Landlord shall provide notice (“Notice of Availability”) to Tenant that such Additional Space is available and the then-current subtenant or occupant therein), first offer terms upon which Landlord is willing to lease such space to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Tenant and Tenant shall have ten (the “Offer Space”10) business days in an “AS-IS” condition; such offer shall be in writing order to notify Landlord that it elects to exercise its rights hereunder and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in expand the Premises (to include the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Additional Space. The Offer Notice shall be substantially similar If Tenant elects not to expand into such Additional Space or fails to accept or reject such Additional Space within the Offer Notice attached ten (10) business day period, then Landlord may proceed to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant lease such space to any third party. If Landlord elects to lease the entire Offer Additional Space on the terms set forth in the Offer Notice, within ten at a rental rate which is less than eighty five percent (1085%) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date rate originally quoted to Tenant, Landlord shall first re-offer the Offer Additional Space is to be included Tenant at the new offering rate in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent accordance with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party OfferSection 42. If Subtenant fails or is unable timely to Tenant does not exercise its right hereunderto lease the Additional Space and Landlord leases the Additional Space to a third-party tenant, then such right shall lapse, time being Tenant’s Right of the essence Offer with respect to the exercise thereof (it being understood that each Additional Space shall be terminated. In any case, if Tenant accepts the Additional Space, the Additional Space shall be added to the Premises by amendment to this Lease. All of Subtenant’s five rights the terms and conditions of first offer hereunder is a one-time right only this Lease will apply to any Additional Space leased by Tenant provided, however the rate of Fixed Basic Rent with respect to each Offer Spacethe Additional Space shall be Market Rent determined as provided in Section 43 below, with Landlord’s initial determination of Rent to be set forth in Landlord’s Notice of Availability (adjusted if necessary to reflect changes in term, tenant improvement costs and inducements from that offered in Landlord’s Notice of Availability), and Sublandlord may lease all or a portion provided, however that if Tenant exercises its Right of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify Additional Space during the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession first Lease Year of the Term, then the Fixed Basic Rent with respect to the Additional Space shall be at the then existing escalated rental rate for the Premises (or together with a prorated Improvement Allowance to account for the shorter term with respect to the Additional Space. Landlord will have no liability to Tenant if any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion tenant of the PremisesAdditional Space wrongfully holds over. In the event such tenant wrongfully holds over, or (c) less than two full calendar years remain Landlord will diligently work in good faith to cause such tenant to vacate the initial Term of Additional Space and no Rent for the SubleaseAdditional Space shall be due from Tenant during such wrongful holdover.
Appears in 2 contracts
Samples: Sublease Agreement, Sublease Agreement (Nabriva Therapeutics AG)
Right of First Offer. The reference to “Suite 350” 20.1 Provided that (i) no Event of Default has occurred and is hereby deleted from Exhibit D attached continuing under the Lease, (ii) Tenant is in occupancy of at least ninety percent (90%) of the Premises, (iii) Landlord has not given more than two (2) notices of default in any twelve (12) month period for nonpayment of monetary obligations, if at any time prior to the Subleaselast twelve (12) months of the Term Landlord intends to offer the approximately 55,094 square feet portion of the Building not occupied by Tenant pursuant to the Lease (the "Additional Premises") for lease to third parties or to accept an offer of a third party to lease the Additional Premises, Landlord shall first give written notice to Tenant of the rental rate and other material terms upon which Landlord is willing to lease the Additional Premises ("Landlord's Lease Notice"). Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first Landlord's Lease Notice shall constitute an offer to lease the Additional Premises to Subtenant Tenant at the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing rental rate and specify upon the terms for and conditions contained in Landlord's Lease Notice and shall state the Offer Spaceanticipated date of availability of the Additional Premises. Tenant shall have five (5) business days after receipt of Landlord's Lease Notice to accept such offer. Tenant shall accept such offer, including the rent if at all, only by delivery to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects Landlord of Tenant's irrevocable written commitment to lease the entire Offer Space on Additional Premises at the rental rate and upon the terms set forth and conditions contained in Landlord's Lease Notice (the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition"Expansion Commitment"). Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant such first offer right of Tenant shall commence only following the expiration or earlier termination of the Offer Notice, Sublandlord has received an offer to initial lease all or part of the Offer Space from Additional Premises, including any renewal, extension or expansion rights set forth in such leases, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to a third party lease amendment or a new lease (a “Third Party Offer”collectively, the "Superior Right Holders") and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights such Additional Premises. Tenant's right of first offer hereunder is a one-time right only with respect to each Offer Space), shall be on the terms and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under conditions set forth in this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease20.
Appears in 2 contracts
Samples: Brooks Automation Inc, Brooks Automation Inc
Right of First Offer. The reference to (a) If at any time during the Term of this Lease, any space on the second floor of the West Wing of the Building (the “Suite 350” ROFO Space”) becomes available for occupancy upon the expiration or earlier termination of the lease therefor between Landlord and a third party tenant (and provided that both (i) Tenant is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsnot then in default hereunder beyond all applicable notice and grace periods (if any), and provided no default by Subtenant exists, Sublandlord shall, before offering (ii) the same to any party Tenant named in Article 1 above is then occupying at least ninety percent (other than 90%) of the then-current subtenant or occupant thereinPremises for the conduct of the Permitted Uses), Tenant shall have the right of first offer to lease any such ROFO Space subject to Subtenant and in accordance with the space shown on Exhibit Aterms and conditions set forth in this Section 2.02 (“Tenant’s ROFO Right”). If at any time any ROFO Space shall become available for occupancy, containing approximately 4,205 rentable square feet of space Landlord shall notify Tenant thereof in writing (“Landlord’s ROFO Space Notice”), which notice shall include (i) the anticipated estimated date upon which such ROFO Space shall become available for occupancy by Tenant (the “Offer ROFO Commencement Date”), (ii) a floor plan showing the approximate rentable square footage thereof, and (iii) Landlord’s determination of the Fair Market Rent for such ROFO Space for a period coterminous with the Term of this Lease. Tenant shall have the right only to lease all such ROFO Space described in Landlord’s ROFO Space Notice (and not less than all of such ROFO Space) by giving written notice to Landlord (“Tenant’s ROFO Acceptance Notice”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises within fifteen (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (1015) days after Sublandlord delivers to Subtenant the Offer Tenant receives Landlord’s ROFO Space Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence essence. If Tenant so elects to lease the subject ROFO Space, such ROFO Space shall be leased by Landlord to Tenant upon the same terms and conditions contained in this Lease, except that: (A) Base Rent for the subject ROFO Space shall be equal to the Fair Market Rent therefor determined in accordance with Section 3.03(c) below (made applicable hereto by such changes and modifications as are required given the application hereof), (B) the subject ROFO Space shall be and become part of the Premises hereunder upon the delivery of such ROFO Space to Tenant, and (C) it is understood and agreed that, unless otherwise expressly provided in Landlord’s ROFO Notice, the subject ROFO Space shall be leased by Tenant in its then “as-is”, “where-is” condition, without warranty or representation by Landlord and Landlord shall have no obligation to complete any work to prepare the applicable ROFO Space for Tenant’s use and occupancy or provide any allowance or contribution therefor. Following such election by Tenant, and effective as of the delivery of the applicable ROFO Space and for the balance of the Term of this Lease and any extension thereof: (x) the “Premises”, as used in this Lease, shall include the applicable ROFO Space; (y) any Additional Rent, charges and expenses due under this Lease and the number of parking spaces to which Tenant shall be entitled in the Parking Facilities shall be re-calculated to reflect the inclusion of the ROFO Space; and (z) the Base Rent shall equal the sum of the then current Base Rent provided for in this Lease plus the Base Rent for the applicable ROFO Space as determined herein. The foregoing provisions of this Section 2.02(a) shall be self-executing, but the parties agree that for purposes of confirming the foregoing, Landlord shall prepare, and Tenant and Landlord shall promptly execute and deliver, an amendment to this Lease in form reasonably acceptable to both parties reflecting the foregoing terms and the incorporation of any ROFO Space. For the purposes hereof, space shall be deemed “available for occupancy” when (1) any lease or occupancy agreement (including extension periods thereunder) for such ROFO Space has expired or is due to expire within not less than six (6) months, (2) any expansion options, expansion rights or other rights to lease with respect to such ROFO Space which are set forth in any other lease or leases entered into prior to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space)date hereof have expired or been waived, and Sublandlord may (3) Landlord is free to, and intends to, lease all or a portion of the Offer Space such space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasewithout restriction.
Appears in 2 contracts
Samples: Lease (C4 Therapeutics, Inc.), Lease (C4 Therapeutics, Inc.)
Right of First Offer. The reference So long as no Event of Default then exists under this Lease, Tenant will have the first right (“First Right”) to “Suite 350” is hereby deleted from Exhibit D attached to be offered by Landlord the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer opportunity to lease to Subtenant all contiguous space on the space fifth (5th) floor of the Building shown on Exhibit A, containing approximately 4,205 rentable square feet of space “H-1” attached hereto (the “Offer First Right Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar First Right is subject to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms and conditions set forth in this section, and is further subject to any prior rights to such space granted to any other tenants in the Offer NoticeBuilding, which are as follows: Houghton Mifflin Harcourt Publishing Company and Medpoint Digital, Inc. If at any time after the Commencement Date while this First Right is in effect Landlord receives a request for proposal that covers all or any part of the First Right Space (“RFP”) and intends to lease all or any part of the First Right Space, then Landlord will first notify Tenant that such First Right Space, and any other space described in the RFP (including space on other floors), is available for lease (collectively, the “Available Space”). Tenant must notify Landlord in writing within ten (10) days after Sublandlord delivers Business Days of receiving Landlord’s notice whether Tenant desires to Subtenant lease all of the Offer NoticeAvailable Space from Landlord. If Subtenant timely elects Tenant notifies Landlord that Tenant does not desire to lease all of the Offer Available Space, or if Tenant does not respond in writing to Landlord’s notice within such ten-Business Day period, then Sublandlord Landlord may freely lease the Available Space without restriction. If Tenant notifies Landlord in writing within such ten-Business Day period that Tenant desires to lease all of the Available Space, the parties will thereafter negotiate for Tenant’s lease of all of the Available Space from Landlord. If Landlord and Subtenant shall Tenant fail to mutually agree upon the terms of Tenant’s lease of all of the Available Space and to execute an a written amendment to this SubleaseLease within ten (10) Business Days after Tenant delivers Tenant’s offer notice to Landlord, effective as then Landlord’s obligations under this section shall automatically terminate and be of no further force or effect at the end of such ten-Business Day period. Tenant’s First Right shall apply during the Term (including any extensions thereof) and shall automatically terminate on the last day of the date the Offer Space Term. The purpose of this section is to provide notice to Tenant so that Tenant may be included in the Premises, on the terms set forth in the Offer Notice and, a position to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of such space on a competitive basis with others, and, notwithstanding anything to the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contrary contained in the Third Party Offer. If Subtenant fails this section, nothing in this section shall be deemed to be an option or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal. Furthermore, notwithstanding anything to the contrary contained in this Exhibit, nothing in this Exhibit shall be deemed to prevent, limit, or other preferential right otherwise restrict Landlord from responding to lease some of or otherwise engaging any third party regarding the remaining portion of First Right Space or Available Space during the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Subleaseten-Business Day period described herein. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying partyEXHIBIT “H-1” FIRST RIGHT SPACE EXHIBIT “I” INTENTIONALLY OMITTED EXHIBIT “J” INTENTIONALLY OMITTED EXHIBIT “K” EXISTING EXPANSION RIGHTS AND ROFRS ENCUMBERING THE PREMISES None. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.EXHIBIT “L” INTENTIONALLY OMITTED EXHIBIT “M” LETTER OF CREDIT TERMS AND CONDITIONS
Appears in 2 contracts
Samples: Office Lease Agreement (Aptinyx Inc.), Office Lease Agreement (Aptinyx Inc.)
Right of First Offer. The reference to If at any time any of the space located on the balance of the 47th floor of the Building (the “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant existsSpace”) shall become available for lease, Sublandlord shall, before offering the same to shall not sublease any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of such space (the “Offer Available Space”) in an “AS-IS” condition; to any other person unless Subtenant first shall have waived or been deemed to have waived its right to lease such offer shall be in writing and specify Available Space pursuant to the terms for and provisions of this Section 18. If at any time Sublandlord learns that any of the Offer Subject Space will become Available Space, including the rent to be paid for the Offer Space and Sublandlord promptly shall notify Subtenant of the date on which such Available Space will become available, and Subtenant thereafter shall have the Offer right to lease such Available Space upon the same terms and conditions as are set forth herein with respect to the Subleased Premises by delivering written notice of such exercise to Sublandlord within twenty (20) Business Days of Subtenant’s receipt of the written notice of such availability from Sublandlord. If Subtenant elects to lease such Available Space, then on the date on which such Available Space becomes available, or on such other date as Sublandlord and Subtenant shall mutually agree, the Available Space shall be included in the Subleased Premises (upon the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar same terms, covenants and conditions as are applicable to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Subleased Premises, on and the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms amount of this Sublease; however, Net Rent due and payable by Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each Available Space shall be calculated utilizing the same rate, expressed on a per square foot of Rentable Area basis, as the Net Rent applicable to the Subleased Premises, and the Subtenant’s five rights Share shall be appropriately adjusted. If any such Available Space is scheduled to become available upon the occurrence of first offer hereunder is a one-time the Initial Term Expiration Date, Sublandlord shall so notify Subtenant in writing, and Subtenant shall have the right only to cause Sublandlord to exercise the applicable Renewal Option with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Available Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and whereupon Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseso exercise such Renewal Option.
Appears in 2 contracts
Samples: Sublease (Hyatt Hotels Corp), Confirmation Agreement (Hyatt Hotels Corp)
Right of First Offer. The reference Subject to “Suite 350” is hereby deleted from Exhibit D attached prior rights granted to any other tenants or other parties to lease available space in the Building and/or renew their existing leases at the Building, regardless of whether such rights are specified in such existing leases, in the event that at any time during the Term and/or Additional Extension Term as the case may be, any space contiguous to the SubleasePremises on the sixth (6th) floor of the Building shall become available for lease (the “Available Space”), then provided that Tenant is in possession of the Premises and not in default as set forth in Par. Subject to then-existing renewal or expansion options 23 of other subtenantsthe Lease, and provided no default by Subtenant existsfurther that Tenant’s financial condition and creditworthiness are reasonably satisfactory to Landlord, Sublandlord shall, before offering Landlord shall notify Tenant of the availability of the Available Space and the terms upon which Landlord proposes the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space be leased (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Available Space and the date on which the Offer Space shall be included in the Premises (the “Offer NoticeLease Terms”). Sublandlord Tenant shall use good faith in determining have a period of ten (10) days from the rent amount for date of delivery of such notice within which to notify Landlord of its election to lease the Offer SpaceAvailable Space on the Available Space Lease Terms. The Offer Notice In the event Tenant does not so notify Landlord of its election to lease the Available Space within the aforesaid ten (10) day period, time being of the essence, Landlord shall be substantially similar free to lease the Offer Notice attached Available Space to any party as Landlord may elect upon such terms as Landlord and any proposed tenant of the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant Available Space may agree upon. In the event Tenant elects to lease the entire Offer Available Space on as aforesaid, a lease amendment shall be prepared incorporating the terms set forth in the Offer NoticeAvailable Space Lease Terms, and such lease amendment shall be executed by Tenant within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects of receipt thereof or Tenant’s right to lease the Offer SpaceAvailable Space shall, then Sublandlord at Landlord’s option, be rendered null and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offervoid. If Subtenant fails or is unable timely to Tenant does not exercise its right hereunderto lease the Available Space in accordance with this provision, then such right Landlord shall lapse, time being not be required to offer the Available Space to Tenant again. This option shall not be applicable during the last Lease Year of the essence with respect to Initial Term, nor the exercise thereof last two (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion 2) Lease Years of the Offer Space to third parties on such terms Additional Extension Term, as Sublandlord the case may electbe. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, The aforesaid right of first refusal, or other preferential right notification is personal to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space Tenant named herein and shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect not apply to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions assignee or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession subtenant of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseTenant.
Appears in 2 contracts
Samples: Agreement of Lease (Valeritas Holdings Inc.), Agreement of Lease (Valeritas Holdings Inc.)
Right of First Offer. The reference Provided no Event of Default or Management Termination Event hereunder exists, if at any time (and from time to “Suite 350” time) during the Initial Term, PSLT-BLC Holdings, Provident or any Subsidiary of Provident shall acquire a senior independent living facility, other than a facility which is hereby deleted from Exhibit D attached to be leased back to the Sublease. Subject to then-existing renewal seller of such facility (or expansion options of other subtenantsits affiliate) (each, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant thereina "First Offer Facility"), first offer PSLT-BLC Holdings shall notify BLC Holdings (a "First Offer Availability Notice") describing such First Offer Facility and its anticipated date of availability. The First Offer Availability Notice (i) shall contain PSLT-BLC Holdings' or Provident's good faith estimate of the rental amount and other lease terms for which PSLT-BLC Holdings or Provident would be willing to lease to Subtenant the space shown First Offer Facility on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “ASa "triple-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be net" basis under a lease agreement substantially similar to each of the Offer Notice attached Property Leases and (ii) shall, except to the Sublease as Exhibit E. Subtenant extent that PSLT-BLC Holdings is restricted under the terms of a confidentiality agreement from disclosing such information to BLC Holdings, include such other due diligence information that Provident or its Subsidiaries may actually have in their possession at the time the First Offer Availability Notice is delivered. BLC Holdings shall notify Sublandlord in writing whether Subtenant elects have the right (the "Right of First Offer") to lease the entire such First Offer Space on Facility upon the terms set forth in the First Offer Notice, Availability Notice by delivering to PSLT-BLC Holdings a notice (a "First Offer Acceptance") exercising its Right of First Offer with respect to such First Offer Facility within ten (10) days Business Days after Sublandlord delivers to Subtenant receipt of the First Offer Availability Notice. If Subtenant timely elects to lease BLC Holdings delivers the First Offer SpaceAcceptance as provided herein, then Sublandlord and Subtenant shall execute an amendment to this Subleasethen, effective provided no Event of Default or Management Termination Event exists hereunder as of the date of the closing of the Right of First Offer, simultaneously with PSLT-BLC Holdings' consummation of the acquisition of the First Offer Space is Facility, PSLT-BLC Holdings and BLC Holdings shall enter into a property lease agreement with respect to be included the First Offer Facility substantially in the Premisesform of the Property Leases (with such revisions as are mutually acceptable to the parties), on provided that Base Rent payable thereunder and the other lease terms shall be as set forth in the First Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Availability Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant BLC Holdings fails or is unable timely to exercise its right hereunder, then such right shall lapse, provide the First Offer Acceptance as provided herein (time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights such date), BLC Holdings shall be deemed to have waived its right of first offer hereunder is a one-time right only with respect to each such First Offer Space), Facility and Sublandlord PSLT-BLC Holdings may lease all or a portion of the First Offer Space to third parties on any party upon such terms as Sublandlord may electPSLT-BLC Holdings determines in its sole and absolute discretion. Subtenant may If BLC Holdings does not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying deliver the entire Premises. For purposes hereofFirst Offer Acceptance within the time frame set forth above, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential BLC Holdings agrees that BLC Holdings shall no longer have any contractual right to lease some the First Offer Facility; provided, however, that PSLT-BLC Holdings agrees that, during its efforts to find a tenant for the First Offer Facility, PSLT-BLC Holdings shall keep BLC Holdings reasonably apprised of PSLT-BLC Holdings' marketing materials and shall provide to BLC Holdings copies of written marketing materials prepared by PSLT-BLC Holdings in connection with such efforts (provided that BLC Holdings agrees to enter into confidentiality agreements requested by PSLT-BLC Holdings as a condition to receiving confidential information about the First Offer Facility); and, provided, further, that PSLT-BLC Holdings' obligation under this sentence shall terminate and expire at such time as PSLT-BLC Holdings enters into an exclusivity agreement with any prospective purchaser or tenant of the remaining portion of the First Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseFacility.
Appears in 2 contracts
Samples: Agreement Regarding (Provident Senior Living Trust), Agreement Regarding Leases (Brookdale Senior Living Inc.)
Right of First Offer. The reference to “Suite 350” Provided (i) no Tenant default has occurred and is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantscontinuing hereunder, and provided no default by Subtenant exists, Sublandlord shall, before offering (ii) Tenant has not assigned this Lease nor sublet all or any portion of the same to any party Premises (other than the then-current subtenant an assignment or occupant thereinsublease to an affiliated entity which controls, is controlled by, or under common control with, Tenant), Tenant shall have a continuing right of first offer to lease to Subtenant the space shown contiguous to the Premises in the Building as more particularly described on Exhibit A, containing approximately 4,205 rentable square feet of space “A-2” attached hereto and incorporated herein by reference (the “Offer Expansion Space”) in an “AS-IS” condition; at such offer time as said Expansion Space becomes available for lease during the Lease Term and any extensions thereof. At such time as the Expansion Space initially becomes available for lease and prior to marketing the Expansion Space for lease to the general public, Landlord shall be notify Tenant in writing and specify of Landlord’s intention to market the terms for the Offer Space, including the rent to be paid for the Offer Expansion Space and the date on rental rate and terms and conditions of lease which Landlord intends to propose for the Expansion Space (collectively, the “Offer Space Terms”). Tenant shall be included in the Premises have five (5) business days after its receipt of such written notice from Landlord (the “Offer NoticeLetter of Intent Negotiation Period”). Sublandlord shall use good faith ) in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar order to the Offer Notice attached negotiate with Landlord to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects enter a mutually acceptable letter of intent to lease the entire Offer Expansion Space based on the terms set forth in Offer Terms. Landlord shall not, during the Offer NoticeLetter of Intent Negotiation Period, within ten (10) days after Sublandlord delivers lease, offer to Subtenant the Offer Notice. If Subtenant timely elects lease or agree to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment Expansion Space to this Sublease, effective as of any other party unless Tenant advises Landlord that Tenant is not interested in leasing the date the Offer Expansion Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent accordance with the Offer Notice termsTerms. In the event that Tenant does not agree to such Offer Terms during the Letter of Intent Negotiation Period, then, after such period, Landlord may market the Expansion Space upon such terms of this Sublease; however, Subtenant and conditions as are reasonably acceptable to Landlord Tenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its have no further rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the Expansion Space until such time as the Expansion Space again becomes available for lease, whereupon Tenant shall again have the option to exercise thereof (it being understood that each of Subtenant’s five rights this right of first offer. In the event Tenant agrees to the Offer Terms within the Letter of Intent Negotiation Period as hereinabove described, then Tenant and Landlord will negotiate in good faith and with due diligence an agreement for the lease of the Expansion Space. Landlord shall not, during the thirty (30) day period immediately following Tenant’s agreement to the Offer Terms (the “Lease Negotiation Period”), lease, offer hereunder is a one-time right only to lease or agree to lease the Expansion Space to any other party. In the event that Landlord and Tenant are unable in good faith to agree to the terms of such lease within the Lease Negotiation Period, then thereafter Landlord may market the Expansion Space upon such terms and conditions as are reasonably acceptable to Landlord whereupon Tenant shall have no further rights with respect to each Offer Space)the Expansion Space until such time as the Expansion Space again becomes available for lease, and Sublandlord may lease all or a portion of whereupon Tenant shall again have the Offer Space option to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseoffer.
Appears in 2 contracts
Samples: Lease Agreement (Inspire Pharmaceuticals Inc), Lease Agreement (Inspire Pharmaceuticals Inc)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to Beginning in the Sublease. Subject to then-existing renewal or expansion options nineteenth (19th) month following the Sublease Start Date and thereafter during the Term of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space this Sublease (the “Offer SpacePeriod”) in an “AS-IS” condition; such ), Subtenant shall have the right of first offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer NoticeRight of First Offer”)) for the entire (but not less than the entire) Expansion Space in both the Cascade Building and the Xxxx Building. Sublandlord shall use good faith notify Subtenant of the availability of the Expansion Space in determining writing, specifying the rent amount for terms which Sublandlord is willing to accept to sublease the Offer Expansion Space. Subtenant shall, by written notice to Sublandlord (with a copy to Prime Landlord), exercise its Right of First Offer within twenty (20) days of receipt of Sublandlord’s notice and according to terms offered by Sublandlord. If Subtenant rejects or does not respond to the terms of Sublandlord’s notice then Subtenant’s Right of First Offer shall thereafter irrevocably lapse and terminate as to the Expansion Space, and Sublandlord shall thereafter be free to sublease the Expansion Space to any third-party at any time without regard to the restrictions in this Section and on whatever terms and conditions Sublandlord may decide. The Right of First Offer Notice shall be substantially similar to of no force and effect if at the time of Subtenant’s attempt at exercise thereof, an Event of Default has occurred and is continuing. If Subtenant exercise its Right of First Offer Notice attached to the Sublease as Exhibit E. provided herein, then and in such event, Sublandlord and Subtenant shall notify Sublandlord in writing whether Subtenant elects enter into an amendment to lease this Sublease within fifteen (15) days following the entire date of Subtenant’s exercise of its Right of First Offer for sublease of the Expansion Space on the terms and conditions set forth in Sublandlord’s notice which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Notice, within ten (10) days after Sublandlord delivers Expansion Space to Subtenant be incorporated into the Offer Notice. If Subtenant timely elects Subleased Premises and the Base Rent and Tenant’s Proportionate Share to lease be modified to reflect the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as inclusion of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Expansion Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.
Appears in 2 contracts
Samples: Agreement of Sublease (Under Armour, Inc.), Agreement of Sublease (Under Armour, Inc.)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-existing renewal or expansion options rights of other subtenantstenants in the building, and provided no default pursuant to the following, Lessee shall have a one time right to lease in whole and not in part, or unless otherwise agreed to in writing by Subtenant existsLessor and Lessee, Sublandlord shallall of the “Expansion Space” adjacent to its Demised Premises as delineated on Exhibit A pursuant to the following terms and conditions: Should Lessor receive a bonafide third party offer for all the Expansion Space, before offering Lessor shall notify Lessee in writing (“Lessor’s Notice”) of its intention to lease said Expansion Space to a third party. Within five (5) business days of Lessor’s Notice, Lessee must notify Lessor in writing of its intention to lease all of said Expansion Space (“Lessee’s Notice”) at the same to any party (other Basic Rent and terms and conditions of the Lease on the Demised Premises but in no event shall the Basic Rent be less than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms then Fair Market Rate for the Offer Space, including Expansion Space as determined in Article 32(a). The Term of the rent to be paid Lease for the Offer Space and the date on which the Offer Expansion shall not be less than five years. Should Lessee exercise this right, all of said Expansion Space shall be included in the added to Lessee’s Demised Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount and commencement of Basic Rent for the Offer Space. The Offer Expansion Space shall occur thirty (30) days from the date of Lessee’s Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Expansion Space. Notwithstanding anything contained herein to the contrary, Lessee shall accept said Expansion Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Noticeits “As-Is” condition and shall be responsible for any improvements for said Expansion Space. If Subtenant timely elects after five (5) business days Lessee has not notified Lessor in writing pursuant to lease the Offer Spaceconditions above, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to Lessor may lease all or part of the Offer Expansion Space from a to any third party (a “Third Party Offer”) without any further obligation to Lessee. This Right of First Refusal will, therefore, expire and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right Lessee shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right have no further option to lease some the Expansion Space for the remainder of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this SubleaseLessee’s lease term. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.Coty Lease 19 Bldg 100 032400 Final
Appears in 2 contracts
Samples: Escrow Agreement, Lease of Improved Property (Coty Inc /)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to provisions of this Paragraph 59, commencing on the first day of the Fourth Lease Year or such sooner date that Tenant has leased all of the Expansion Increments, and continuing thereafter throughout the Lease term, as the same may be extended by the renewal options set forth in Paragraph 60 below (but not during the final nine (9) months of the Lease term, as extended, unless Tenant exercises any then-existing renewal or expansion options unexpired Renewal Option in accordance with terms of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant thereinRenewal Option), Tenant shall have a continuing right of first offer to lease space located on the two (2) floors immediately below the lowest floor of the Building on which Tenant then leases space (each a “ROFO Floor”), if such space is or becomes “available for lease” (each a “First Offer Increment”). A First Offer Increment shall not be deemed “available for lease” if the tenant under an expiring lease of such space renews or extends its lease, whether pursuant to Subtenant a renewal option or a new arrangement with Landlord. Upon Landlord obtaining knowledge that a First Offer Increment is or will be available for lease, Landlord shall send Tenant a written notice (a “First Offer Notice”) which (i) identifies the space shown on Exhibit A, containing approximately 4,205 First Offer Increment and specifies the rentable square feet footage thereof, (ii) specifies the estimated availability date of space the First Offer Increment (the “Offer SpaceROFO Target Date”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on length of the term for which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects Landlord intends to lease the entire First Offer Space on the terms set Increment, and (iii) sets forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as Landlord’s good faith determination of the date Fair Market Rent (as defined in Paragraph 59.c. below) for the First Offer Space is to be included in Increment for the Premises, on the terms set forth in the Offer Notice intended lease term and, to if fair market terms include a tenant improvement allowance or other market concessions, Landlord’s good faith determination of the extent not inconsistent with the Offer Notice terms, the terms amount of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditionsuch allowance and other market concessions. Notwithstanding the foregoing, if before Sublandlord’s delivery Landlord shall not send a First Offer Notice to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party Tenant more than twelve (a “Third Party Offer”12) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect months prior to the exercise thereof (it being understood that each estimated availability date of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each First Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseIncrement.
Appears in 2 contracts
Samples: Office Lease (Twitter, Inc.), Office Lease (Twitter, Inc.)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to Provided that, on the Sublease. Subject to then-existing renewal or expansion options date of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party ROFO Notice (other than the then-current subtenant or occupant thereinas herein defined), Tenant is not in breach or default of the Lease after any applicable notice was given and any applicable grace or cure period has expired, Tenant shall have a one-time right of first offer to lease to Subtenant any space located on the fourth (4th) or fifth (5th) floors of the Building (the “ROFO Space”), which space shown on Exhibit Abecomes available during the initial Lease Term for direct lease from Landlord. If any ROFO Space becomes available during the initial Lease Term for direct lease from Landlord, containing approximately 4,205 Landlord shall give Tenant written notice thereof (the “ROFO Notice”). The ROFO Notice shall specify the location and rentable square feet footage of space the portion of the ROFO Space that is available for direct lease (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms Fair Market Rate as reasonably determined by Landlord for the Offer Space; provided, including however, that notwithstanding the rent to be paid foregoing, if the Fair Market Rate, as determined by Landlord, were less than the Base Rent rate payable under the Lease for the Offer Space and lease of the date on which initial Premises, then the Base Rent payable by Tenant for the lease of the Offer Space shall be included in equal to the Premises Base Rent rate applicable to the initial Premises. Tenant shall have five (5) business days (the “Offer NoticeAcceptance Period”). Sublandlord shall use good faith ) after its receipt of the ROFO Notice in determining which ADDENDUM TO OFFICE LEASE to exercise its right of first offer to lease by delivering to Landlord, before the rent amount for Acceptance Period expires, written notice executed by Tenant exercising the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects right of first offer to lease the entire Offer Space on the terms set forth and conditions contained in the Offer ROFO Notice; provided, however, that notwithstanding the foregoing, if Tenant timely exercises the right of first offer during the Acceptance Period, and Landlord and Tenant do not, within ten forty-five (1045) days after Sublandlord delivers the Acceptance Period expires, execute a mutually-satisfactory amendment to Subtenant the Lease adding the Offer Space to the Premises at the rate and otherwise on the terms and conditions contained in the ROFO Notice, then Tenant’s exercise of the right of first offer shall thereupon automatically terminate and be null and void and of no force or effect, whereupon Landlord shall no longer have any obligation under the Lease, this Addendum or otherwise to offer to lease any of the ROFO Space to Tenant under any circumstances. If Subtenant timely elects Tenant fails to deliver to Landlord, before the Acceptance Period expires, written notice executed by Tenant exercising the right of first offer to lease the Offer Space, then Sublandlord or if Tenant delivers such written notice to Landlord during the Acceptance Period, but Landlord and Subtenant shall Tenant do not execute an a mutually-satisfactory amendment to this SubleaseLease within the period of forty-five (45) days after the Acceptance Period expires, effective as of the date the Offer Space is to then Landlord shall thereupon be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer free to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists any other tenant or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all prospective tenant of the Offer Space but such notice provides for an expansionBuilding on any terms and conditions agreed to by them. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PARAGRAPH 4, right of first refusal(i) Tenant’s rights pursuant to this Paragraph 4 are personal to Tenant and nontransferable and shall automatically terminate if Tenant assigns the Lease, as amended, or other preferential right to lease some any of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTenant’s rights under this Section 5 shall terminate if the Lease, as amended, to any person or entity (aother than pursuant to a Permitted Disposition) the Sublease or Subtenant’s right to possession of the Premises (subleases all or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the PremisesPremises to any person or entity (other than pursuant to a Permitted Disposition); and (ii) Tenant’s rights pursuant to this Paragraph 4 shall automatically terminate if, on the date of any ROFO Notice, a default or (c) less than two full calendar years remain in breach by Tenant under the initial Term of the SubleaseLease has occurred and is continuing after any applicable notice is given and any applicable cure period has expired.
Appears in 2 contracts
Samples: Office Lease (Zendesk, Inc.), Office Lease (Zendesk, Inc.)
Right of First Offer. The reference Landlord grants to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options Tenant a one time right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer (“ROFO”) to lease to Subtenant the space shown on Exhibit ASuite 3610, containing approximately 4,205 rentable totaling 10,000 square feet of space (the “Offer ROFO Space”) in an “AS-IS” condition; such offer ), should it come available during the Lease Term. The ROFO shall be subordinate and secondary to all rights of expansion, rights of first refusal, rights of first offer, or similar rights granted to tenants under any existing tenant space leases within the Building and existing as of the date of the ROFO Notice (as defined below). The rights described in writing and specify this paragraph shall be known collectively as “Superior Rights.” Landlord shall give Tenant written notice when Landlord determines that the terms ROFO Space is available for lease (the “ROFO Notice”), as long as no Superior Right has been exercised or asserted. The ROFO Notice shall (a) state the Base Rent proposed by Landlord for the Offer Space, including ROFO Space (the rent “ROFO Rent”); and (b) slate the estimated date that Landlord then-anticipates the ROFO Space will be available for delivery to be paid Tenant. All other terms and conditions for leasing the Offer Space and the date on which the Offer ROFO Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Lease, except for any improvement allowances, tenant improvements by Landlord, and other tenant inducements therein, if Tenant wishes to exercise the ROFO, Tenant shall deliver to Landlord written notice (“Exercise Notice”), which shall be irrevocable, within ten (10) business days after Sublandlord delivers to Subtenant receipt of the Offer ROFO Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant The ROFO Rent shall execute an amendment to this Sublease, effective be as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice andROFO Notice, to the extent not inconsistent except that if Tenant disagrees with the Offer ROFO Rent proposed by Landlord, Tenant shall include in the Exercise Notice terms, Tenant’s counter-proposal for ROFO Rent. Tenant must elect to exercise the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunderROFO, if at all, as only with respect to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer ROFO Space), and Sublandlord Tenant may not elect to lease all or only a portion of such space. If Tenant fails to timely deliver the Offer Space Exercise Notice, Tenant shall be deemed to third parties on such terms as Sublandlord may elect. Subtenant may not exercise have waived its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space ROFO and Landlord shall thereafter be excluded from free to lease the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect ROFO Space to any space leased third party. If Landlord and Tenant are unable to agree on ROFO Rent by Subtenant under this Section 5the date thirty (30) days after the Exercise Notice, the ROFO Rent shall be determined by arbitration as set forth herein, in such event, ROFO Rent shall be at the “Market Rate”, which is described as follows: The Base Rent that would be agreed to by a landlord and Subtenant and Sublandlord a new tenant, each of whom is willing, but neither of whom is compelled, to enter into the lease transaction, The Market Rate shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions not take into account any existing tenant improvements or other compensation claimed by any broker special uses or agent claiming the same by, through, or rights afforded to Tenant under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest Lease in this Sublease or sublets any portion of connection with the Premises, or (c) less than two full calendar years remain in but shall take into account the initial Term of the Sublease.following factors:
Appears in 2 contracts
Samples: Lease (Control4 Corp), Lease (Control4 Corp)
Right of First Offer. The reference to University hereby grants IDC an ongoing right of first offer (“Suite 350” is hereby deleted from Exhibit D attached Expansion Space ROFO”) with respect only to the Sublease. Subject five (5) areas delineated in orange on the attached Exhibit E (“Expansion Spaces”) and referred to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party individually as Lab 4 (other than the then-current subtenant or occupant therein1,470 RSF), first BSL III Suite (528 RSF), Office 300X (150 RSF), Office 300W (150 RSF) and Dark Room 300 LL (112 RSF), on the following terms and conditions. At such time as University intends to offer to lease to Subtenant one or more of the space shown on Exhibit AExpansion Spaces for sublease, containing approximately 4,205 rentable square feet University shall so notify IDC (“Expansion Space ROFO Notice”), which notice shall include the designation of space the portions of the Expansion Spaces being offered (the “Offer Offered Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space such space shall be included in available for sublease. IDC shall have five (5) business days from receipt of such notice to notify University that IDC agrees to sublease the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall Offered Space to be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space effective on the terms date set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer NoticeExpansion Space ROFO Notice and otherwise as set forth herein. If Subtenant IDC timely elects to lease the Offer Spaceexercises its Expansion Space ROFO, then Sublandlord the Offered Space shall be added to the Sublease Premises as of the date set forth in the Expansion Space ROFO on all of the terms and Subtenant conditions of this Sublease and the parties shall execute enter into an amendment to this Sublease, effective as Sublease within twenty (20) days of IDC’s timely exercise. The Base Rent payable by IDC to University for the Offered Space shall be at the same per RSF rate then applicable to the balance of the date the Offer Space is to Sublease Premises and Subtenant’s Pro-rata Share of Additional Rent shall be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offercorrespondingly adjusted. If Subtenant fails or is unable IDC does not timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 paragraph and enter into a sublease for the Offered Space as provided in the preceding sentence, University shall be free to sublease such space to another occupant. This Expansion Space ROFO may not be exercised by (a) any sublessee of IDC or (b) any assignee of IDC which is not a result of an acquisition of or merger with IDC, and shall be exercisable by IDC only if a default exists or Subtenant IDC is not then occupying in default under this Sublease beyond applicable notice and cure periods. Notwithstanding anything to the entire Premises. For purposes hereofcontrary, if an Offer Notice is delivered for less than all any exercise by IDC of the Offer Expansion Space but such notice provides for an expansion, right of first refusal, or other preferential right ROFO shall be contingent upon receiving Master Landlord’s written consent to lease some the sublease of the remaining portion of the Offer Space, then such remaining portion of the Offer Offered Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseIDC.
Appears in 2 contracts
Samples: Lease Agreement (Immune Design Corp.), Lease Agreement (Immune Design Corp.)
Right of First Offer. The reference Grantor hereby grants and sells to Grantee a one-time right of first offer (the “Suite 350” is hereby deleted from Right of First Offer”) for the purchase of the real property more particularly described on Exhibit D attached A hereto (the “Subject Properties”) on and subject to the Subleaseterms hereof. Subject to then-existing renewal Section 6, if at any time Grantor proposes to effect any sale, transfer, assignment or expansion options other disposition (a “Disposition”) of other subtenantsits right, title and provided no default by Subtenant exists, Sublandlord shall, before offering interest in and to all or any part of the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Subject Properties (the “Offer SpaceSubject Property Interest”) in an “AS-IS” condition; such offer to any third party, Grantor shall be in writing and specify the terms for the Offer Space, including the rent deliver to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises Grantee a written notice (the “Offer Disposition Notice”)) of the proposed Disposition. Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar If Grantee delivers notice to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, Grantor within ten (10) days after Sublandlord delivers of receipt of the Disposition Notice of Grantee’s intent to Subtenant engage in negotiations regarding the Offer Notice. If Subtenant timely elects to lease the Offer SpaceDisposition, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as for the thirty (30) days following delivery of the date Disposition Notice, Grantor and Grantee shall discuss and attempt to negotiate and agree upon the Offer Space is terms upon which Grantee would be willing to be included purchase the Subject Property Interest under this Agreement. Upon the first to occur of (i) Grantee’s failure to deliver notice to Grantor of Grantee’s intent to engage in such discussions within the time period prescribed in the Premises, preceding sentence; (ii) Grantee’s delivery of notice to Grantor of Grantee’s intent not to engage in such discussions; and (iii) the failure of Grantor and Grantee to reach agreement on the terms set forth in upon which Grantee would purchase the Offer Notice andSubject Property Interest by the end of such thirty (30) day period, to the extent not inconsistent Grantor may proceed with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a proposed Disposition with any third party (a “Third Party Offer”) at any time and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on upon any such terms as Sublandlord Grantor may electdetermine in its sole discretion, and Grantee shall be deemed to have irrevocably elected not to purchase the Subject Property Interest that is the subject of such Disposition Notice. Subtenant may In the event that Grantor and Grantee reach agreement on the terms upon which Grantee would purchase the Subject Property Interest that is the subject of the Disposition Notice within such thirty (30) day period, then, on such business day as Grantor and Grantee shall mutually agree (which shall be not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all thirty (30) days nor more than sixty (60) days after the end of such thirty (30) day period) Grantee shall purchase the Subject Property Interest that is the subject of the Offer Space but such notice provides for an expansionDisposition Notice upon the terms mutually agreed by Grantor and Grantee. In the event that any Disposition Notice relates to only a portion, right of first refusaland not the entirety, or other preferential right to lease some of the Subject Properties, Grantee’s Right of First Offer as to the remaining portion Subject Property Interests that were not the subject of such Disposition Notice (the Offer Space, then “Remaining Subject Properties”) shall survive such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated Disposition Notice as to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasesuch Remaining Subject Properties.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Klondex Mines LTD), Membership Interest Purchase Agreement (Klondex Mines LTD)
Right of First Offer. The reference 4.2 For the purpose of incorporating Article 15 of the Master Lease into this Sublease and construing its meaning, the word Landlord shall mean Master Landlord, the word Tenant shall mean Directrix, the word Premises shall mean Directrix Premises, and the word Lease shall mean this Sublease. Therefore, all obligations of Master Landlord to “Suite 350” complete Landlord's Work contained in Master Lease Article 15 or the Work Letter, shall run directly between Directrix and Master Landlord with respect to Directrix Premises. Notwithstanding the provisions of Section 4.1 above, the time limits contained in Article 15 of the Master Lease for the giving of notices, making of demands or performing of any act shall NOT be deemed shortened. Playboy will exercise due diligence in attempting to cause Master Landlord to perform its obligations under Article 15 of the Master Lease for the benefit of Directrix and the Directrix Premises, but Playboy shall have no responsibility to Directrix for Master Landlord's failure to so perform. Directrix shall pay one half of the Shared Excess which is hereby deleted from Exhibit D attached solely attributable to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party Other Office Work Allowance (other than increases in the thencost of Other Work Allowance which results from Above-current subtenant Standard Work requested by Directrix which shall be payable solely by Directrix) if any, directly to Master Landlord in accordance with the requirements of the Master Lease. Directrix shall pay one third of the Shared Excess which is solely attributable to the Base Building Work (other than increases in the cost of Base Building Work which results from Above-Standard Work, which if requested by Playboy shall be payable solely by Playboy and if requested by Directrix, shall be payable solely by Directrix) in accordance with the requirements of the Master Lease. Directrix shall have no responsibility for Playboy's share of the Shared Excess attributable to the Playboy Office Work. Anything contained herein to the contrary notwithstanding, except for the cost of any special services requested by Playboy or occupant thereinDirectrix (which shall be paid by the requesting party), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer Directrix shall pay or there shall be in writing and specify charged against the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar Landlord Work Allowance attributable to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Directrix Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain design fees which are not the Master Landlord's responsibility. Each of Directrix and Playboy shall pay any additional costs of Landlord's Work for Above-Standard Work they request and shall bear all costs occasioned by any delay in the initial Term completion of the SubleaseLandlord's Work as a result of such Above-Standard Work.
Appears in 2 contracts
Samples: Sublease (Directrix Inc), Sublease (Playboy Enterprises Inc)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or All expansion options rights, rights of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet and rights of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms first refusal set forth in the Offer NoticeAmended Lease are hereby deleted in their entirety. The following right of first offer (the “Right of First Offer”) is added to the Lease reading as follows: Subject to the preexisting rights of the existing tenants listed on Exhibit I attached hereto, within ten if at any time during the Term, any space on the 50th floor of the Building (10the “ROFO Space”) days after Sublandlord delivers to Subtenant becomes available for lease and if Tenant is not then in Default under the Offer Notice. If Subtenant timely elects to Lease, then Landlord shall not lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment ROFO Space to this Sublease, effective as any party without first giving Tenant (i) notice (the “ROFO Notice”) of the availability of the ROFO Space which shall include a description and depiction of the space, the proposed term, including the date the Offer such ROFO Space is will be available, and rental rate (including escalations, if any), abatements and allowances, if any, and other economic concessions that Landlord believes that it would agree to be included in the Premises, on the terms set forth in the Offer Notice and, with respect to the extent not inconsistent with ROFO Space (collectively the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party OfferOffered Terms”) and such Third Party modifications to the Offered Terms which would be required if Tenant were to exercise the Right of First Offer includes space in excess (hereinafter defined) on account of the Offer Spacefact that the remaining Term may be longer or shorter than that proposed by Landlord in the Offered Terms (the “Modified Offered Terms”) and (ii) five (5) business days after the date of such notice in which to commit in writing to lease the ROFO Space on the Modified Offered Terms for the remainder of Term, Subtenant must exercise its rights hereunderand otherwise on the terms, if at all, as to all of the space covenants and conditions contained in this Lease (the Third Party “Right of First Offer”). If Subtenant fails Tenant fails, refuses or is otherwise unable timely to exercise its commit to such a lease within the five (5) business day period, Landlord shall have the right hereunder, then such right shall lapse, time being of to lease the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer ROFO Space to any third party or parties on such terms as Sublandlord may electare acceptable to Landlord, provided, however, Landlord shall not lease such space to a third party or parties if the net effective rental rate offered to such third party or parties is less than ninety two and one-half percent (92.5%) of the net effective rental rate delivered to Tenant without providing another five (5) business day period for Tenant to commit in writing to lease such ROFO Space for the remainder of the Term upon the revised Modified Offered Terms reflecting the same net effective rental rate as offered to such third party or parties. Subtenant If Tenant commits to such Modified Offered Terms, Landlord and Tenant shall promptly execute an amendment to the Lease incorporating the ROFO Space into the Premises on the revised Modified Offered Terms. The Right of First Offer is personal to the Tenant first named in the Lease and may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed exercised by any broker assignee (other than a Permitted Assignee), subtenant or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasetransferee.
Appears in 2 contracts
Samples: Eighth Lease Amendment, Eighth Lease Amendment (Heidrick & Struggles International Inc)
Right of First Offer. The reference Landlord grants to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options Tenant a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer (“ROFO”) to lease to Subtenant the space shown on Exhibit ASuite 3610, containing totaling approximately 4,205 rentable 10,000 square feet of space (the “Offer ROFO Space”) in an “AS-IS” condition; such offer ), should it come available during the Lease Term. The ROFO shall be subordinate and secondary to all rights of expansion, rights of first refusal, rights of first offer, or similar rights granted to tenants under any existing tenant space leases within the Building and existing as of the effective date of this Amendment. The rights described in writing this Paragraph shall be known collectively as “Superior Rights.” Landlord shall give Tenant written notice when Landlord determines that the ROFO Space is available for lease (the “ROFO Notice”), as long as no Superior Right has been exercised or asserted. The ROFO Notice shall state the estimated date that Landlord then-anticipates the ROFO Space will be available for delivery to Tenant. All other terms and specify conditions for leasing the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer ROFO Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Lease, including the Base Rent rate per square foot, Common Expenses, and remaining Lease Term, and a tenant improvement allowance of $3.00 per square foot prorated by the number of months left in the Term upon rent commencement of the ROFO Space divided by 64, but excluding any tenant improvements by Landlord and other tenant inducements similar thereto. If Tenant wishes to exercise the ROFO, Tenant shall deliver to Landlord written notice (“Exercise Notice”), which shall be irrevocable, fifteen (15) business days after receipt of the ROFO Notice, within ten (10) days after Sublandlord delivers Tenant must elect to Subtenant exercise the Offer NoticeROFO, if at all, only with respect to all of the ROFO Space, and Tenant may not elect to lease only a portion of such space. If Subtenant Tenant fails to timely elects deliver the Exercise Notice, Tenant shall be deemed to have waived its ROFO and Landlord shall thereafter be free to lease the Offer SpaceROFO Space to any third party. If Tenant timely delivers the Exercise Notice, then Sublandlord (a) Landlord and Subtenant Tenant shall execute an amendment to this Subleasethe Lease to incorporate the ROFO Space, effective and to set Base Rent and Tenant’s new proportionate share of Common Expenses, as well as any other matters that depend for their calculation on the area of the date Premises; and (b) Landlord, at its sole expense, will either remove the Offer Space is to be included demising wall between the Premises and the ROFO Space, or provide openings in the Premisesdemising wall between the Premises and the ROFO Space to facilitate Tenant’s use of the combined premises. The ROFO described in this Paragraph 6 supersedes and replaces any rights of first offer, on the terms rights of first refusal, and similar rights set forth in the Offer Notice and, Lease prior to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseAmendment.
Appears in 2 contracts
Samples: Lease (Control4 Corp), Lease (Control4 Corp)
Right of First Offer. The reference Upon condition that Tenant is not in default in the performance of any covenant or obligation to “Suite 350” is hereby deleted from Exhibit D attached to be performed by Tenant under this Lease beyond any applicable notice or cure periods, Landlord agrees that Landlord will not enter into any new lease of any space within the Sublease. Subject to then-existing renewal or expansion options Building which may become vacant during the Term of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space this Lease (the “First Offer Space”) in an “AS-IS” condition; such with any tenant unless Landlord shall first offer shall be in writing and specify said space to Tenant. Prior to entering into negotiations with any other party to lease the terms for the First Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space Landlord shall be included in the Premises give Tenant notice (the “Landlord’s First Offer Notice”)) that such space is available for leasing. Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar If Tenant fails to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, Landlord within ten (10) days after Sublandlord delivers to Subtenant the of Tenant’s receipt of Landlord’s First Offer Notice. If Subtenant timely elects Notice that Tenant wishes to lease the First Offer Space, then Sublandlord Tenant shall have waived any and Subtenant shall execute an amendment all rights it may have under this Section 21.18 with respect to this Subleasethe First Offer Space. If Tenant notifies Landlord within ten (10) days of Tenant’s receipt of Landlord’s First Offer Notice that Tenant wishes to lease the First Offer Space, effective as of the date the First Offer Space is shall automatically be leased to be included Tenant on the same terms and conditions as are set forth in this Lease with respect to the Premises, on except that the terms set forth in Base Rent shall be then “Fair Market Rental Rate” for the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the First Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely Tenant shall fail to exercise its right hereunderof first offer, then such at Landlord’s request, Tenant shall execute a release of its right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect herein granted as applicable to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space space so offered to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire PremisesTenant. For purposes hereofof this Lease, if an Offer Notice is delivered the term “Fair Market Rental Rate” shall mean the annual rent for less than all similar commercial type property in Weston, Florida (taking into account: size, location, condition and other relevant factors, and the term of the Offer Space but such notice provides for an expansionextension period, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, permitted use and other liability business provisions provided for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of Lease) at the Premises, or (c) less than two full calendar years remain time in the initial Term of the Subleasewhich Tenant exercises its option.
Appears in 1 contract
Samples: Weston Town Center South Office Building Lease (Ultimate Software Group Inc)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached prior to the Sublease. Subject time Landlord makes or responds to then-existing renewal or expansion options an offer from a potential occupant (the "Offeree"), Landlord shall so notify Tenant in writing of other subtenantssuch ------- availability, and provided no default by Subtenant exists, Sublandlord shall, before offering shall provide in such notice the same to any party base rent (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer which base rent shall be in writing and specify the terms for the Offer Space, including the proposed base rent to be paid for the Offer Space to the Offeree), the operating expenses, the term, and the date any other terms and conditions on which Landlord is willing to lease the Offer Space to the Offeree (the "Offer"). ----- Notwithstanding the terms of the Offer, as applied to Tenant, the term of the Offer shall be included in equal to the Premises (Term of this Lease, without including any options which have not been exercised by the “Offer Notice”). Sublandlord shall use good faith in determining Tenant by the rent amount for date of the Offer Spaceis accepted. The Offer Notice Notwithstanding the terms of the Offer, if any tenant improvement allowance is offered to the Offeree, such tenant improvement allowance shall be substantially similar offered to Tenant; provided, however, if the term of the Offer is greater than the Term of this Lease, then the tenant improvement allowance offered to Tenant shall be a number equal to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth tenant improvement allowance in the Offer Noticemultiplied by a fraction, within the numerator of which is the number of Lease Years remaining on the Term of this Lease and the denominator of which is the number of years in the term of the Offer [Example: tenant improvement allowance in the Offer is $21.00, number of Lease Years remaining in the Term is 3, term of Offer is 7 years: 21* (3/7) = 9]. Landlord shall notify Tenant of the Offer by providing to Tenant a proposed amendment to this Lease which shall incorporate all terms of the Offer (the "Amendment"). Tenant shall have ten (10) business --------- days after Sublandlord delivers within which to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space as embodied in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery Amendment in its entirety by the execution and return to Subtenant Landlord of the Amendment. If Tenant does not accept any Offer Noticein accordance with its terms by executing and returning the Amendment to Landlord within said ten (10) business day period, Sublandlord has received an offer Landlord shall be free to lease all or part of the rent such Offer Space from a third party on such terms and conditions as it deems appropriate. Tenant shall not be permitted to accept an Offer in the event that less than one (a “Third Party Offer”1) and such Third Party Offer includes space in excess year remains on the Term of the Offer Space, Subtenant must exercise its rights hereunder, if at allthis Lease, as the same may be extended, and Tenant has not exercised (or does not exercise as allowed) its option to all extend the Term of the space contained in the Third Party Offerthis Lease. If Subtenant fails or is unable timely to exercise its This right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is personal to Tenant, and is not assignable or transferable to any assignee, sublessee or successor in interest or title of Tenant, unless such assignee is a one-time right only with respect successor in interest to each Offer Space), and Sublandlord may lease all or Tenant pursuant to a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleasePermitted Transfer.
Appears in 1 contract
Samples: Lease Agreement (Naviant Inc)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantstenants, and provided no default by Subtenant exists, Sublandlord shall, before prior to offering to lease Suite 200 and/or 300 (the same “ROFO Space”) to any a party (other than the then-current subtenant or occupant therein)Tenant, Landlord shall first offer to lease to Subtenant Tenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) ROFO Space in an “AS-ISas is” condition; such . Such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and ROFO Space, the date on which the Offer ROFO Space shall be included in the Premises Premises, and any other terms upon which Landlord is willing to lease the ROFO Space to Tenant (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant Tenant shall notify Sublandlord Landlord in writing whether Subtenant Tenant elects to lease the entire Offer ROFO Space on upon the terms set forth in the Offer Notice, within ten five (105) business days after Sublandlord Landlord delivers to Subtenant Tenant the Offer Notice. If Subtenant Tenant timely elects to lease the Offer ROFO Space, then Sublandlord Landlord and Subtenant Tenant shall execute an amendment to this Subleasethe Lease, effective as of the date the Offer ROFO Space is to be included in the Premises, on the same terms as the Lease except that (a) the rentable area of the Premises shall be increased by the rentable area in the ROFO Space (and Tenant’s Proportionate Share shall be adjusted accordingly), (b) the Base Rent shall be increased by the amount specified for such space in the Offer Notice, and (c) Landlord shall not provide to Tenant any allowances or other tenant inducements, except for those set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant Tenant fails or is unable to timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space)thereof, and Sublandlord Landlord may lease all or a portion of the Offer ROFO Space to third parties on such terms as Sublandlord Landlord may elect. Subtenant Tenant may not exercise its rights under this Section 5 paragraph if a default an Event of Default exists or Subtenant Tenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTenant’s rights under this Section 5 paragraph shall terminate if (a) the Sublease Lease or SubtenantTenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.. EXHIBIT C-1 ROFO SPACE Suite 200 Suite 300
Appears in 1 contract
Samples: Affirmative Insurance Holdings Inc
Right of First Offer. So long as no Event of Default then exists under this Lease, Tenant will have an on-going first right (the "First Right") and opportunity to lease any space on the thirteenth (13th) floor of the Building (a "ROFO Space") that is not part of Phase II and that Landlord intends to offer for lease after the Phase I Commencement Date. The reference to “Suite 350” First Right is hereby deleted from Exhibit D attached subject to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, terms and provided no default by Subtenant exists, Sublandlord shall, before offering the same conditions set forth in this section and is further subject to any party prior rights to such space granted to any other tenants in the Building. If at any time after the Phase I Commencement Date, Landlord intends to lease all or any part of the ROFO Space, then Landlord will first notify Tenant that such ROFO Space is available for lease (the "ROFO Notice") and the terms (the "Lease Proposal") upon which Landlord will agree to lease the ROFO Space. Tenant must notify Landlord in writing within seven (7) days of receiving Landlord's notice whether Tenant desires to lease the ROFO Space from Landlord. If Tenant notifies Landlord that Tenant does not desire to lease the ROFO Space, or if Tenant does not respond in writing to Landlord's notice within such seven-day period, then Landlord may freely lease the ROFO Space without restriction (other than the then-current subtenant or occupant thereinTenant's ROFR set forth above), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be . If Tenant notifies Landlord in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects within such seven-day period that Tenant desires to lease the entire Offer ROFO Space on the terms set forth contained in the Offer NoticeLease Proposal, the parties will thereafter negotiate for Tenant's lease of the ROFO Space from Landlord. If Landlord and Tenant fail to mutually agree upon the terms of Tenant's lease of the ROFO Space and to execute a written amendment to this Lease within ten (10) days Business Days after Sublandlord Tenant delivers Tenant's offer notice to Subtenant Landlord, then Landlord's obligations under this section shall automatically terminate and be of no further force or effect at the Offer Noticeend of such ten (10) Business Day period. If Subtenant timely elects Tenant's First Right is still in effect at the end of the initial Term, the First Right shall automatically terminate on the last day of the initial Term and will not apply during any extension of the Term. The purpose of this section is to provide notice to Tenant so that Tenant may be in a position to offer to lease such space on a competitive basis with others, and notwithstanding anything to the Offer Spacecontrary contained in this section, then Sublandlord and Subtenant nothing in this section shall execute an amendment to this Sublease, effective as of the date the Offer Space is be deemed to be included an option or right of first refusal (the latter of which is specifically provided for in the Premises, on the terms set forth in the Offer Notice and, Section I of this Exhibit "H"). Notwithstanding anything to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space contrary contained in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery Tenant's ROFR and First Right are intended to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (be independent; it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect Tenant's failure to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right elect to lease some the ROFR Space under the ROFR or to elect to lease the ROFO Space under the First Right shall not necessarily preclude the leasing of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying partyrespective right. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.EXHIBIT "I"
Appears in 1 contract
Right of First Offer. The reference Section 33.1 For the purposes of this Lease, the portion of the fifth (5th) floor of the Building substantially where shown in hatching on Schedule 1 to this Exhibit “Suite 350B” is hereby deleted from Exhibit D attached herein referred to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (as the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid ). Landlord had advised Tenant that Landlord is presently negotiating a lease agreement for the Offer Space with Atlantic Theater Company (who, together with its affiliates, subsidiaries and/or designees, is herein referred to as the “Proposed Other Tenant”). If Landlord, in its sole and absolute discretion, decides to terminate such negotiations with the Proposed Other Tenant prior to consummating such lease agreement, and all other Persons who, on the date on which of the First Amendment (as hereinafter defined), have the right or option to lease the Offer Space waive (or are deemed to have waived) such rights or options (Tenant agreeing that the Offer Space Option (as hereinafter defined) is subject to all of such rights and options), Landlord shall be included so notify Tenant (such notice being herein referred to as the “Offer Space Notice”), in which event, provided that on the Premises date Landlord gives to Tenant the Offer Space Notice this Lease is in full force and effect and no Event of Default exists, during the ten (10) Business Day period commencing on the date that Landlord gives the Offer Space Notice to Tenant, Tenant shall have the option (the “Offer Space Option”) to lease the Offer Space from Landlord for the period (the “Offer Space Term”) commencing on date (the “Offer Space Commencement Date”) which is the eleventh (11th) Business Day commencing on the date that Landlord gives the Offer Space Notice to Tenant and ending on the last day of the term of this Lease, upon all of the terms, covenants and conditions of this Lease, except as otherwise expressly set forth in this Article. Tenant shall exercise the Offer Space Option only by giving Landlord notice thereof (the “Exercise Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar , together with an unendorsed bank or certified check payable to the Offer Notice attached order of Landlord in the amount of $[*] (the “Additional Security”), as an addition to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease Security Deposit, both on or before the entire Offer Space on the terms set forth in the Offer Notice, within last day of such ten (10) days after Sublandlord delivers Business Day period (which last day is hereinafter referred to Subtenant as the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer “Exercise Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party OfferDate”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseTIME BEING OF THE ESSENCE.
Appears in 1 contract
Right of First Offer. The reference So long as Tenant is not in material default under the terms of the lease, then during the term of this Lease and any extensions thereof, Tenant shall have a Right of First Offer (ROFO) to “Suite 350” is hereby deleted from Exhibit D attached lease additional space as follows: This ROFO shall be subject to expansion and extension rights of other tenants of the Project existing as of March 30, 2000, and to the Sublease. Subject right of any tenant to renew its lease for its then-existing renewal or expansion options premises. Except as provided in the preceding sentence, this ROFO shall apply (i) to any space coming vacant in the Project, and, (ii) if Landlord, in its sole discretion develops any additional buildings in the Project, to any space in such new buildings (collectively "ROFO Space"). At such time as Landlord intends to offer ROFO Space for lease, Landlord shall so notify Tenant, which notice shall include the description of other subtenantsthe ROFO Space, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms (rate, term, etc.) on which Landlord intends to offer the ROFO Space. Tenant shall have ten (10) business days from receipt of such notice to notify Landlord that Tenant agrees to enter into a lease for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer ROFO Space on the terms set forth stated in Landlord's notice or to enter into a lease for the Offer NoticeROFO Space on such other terms as may be mutually agreeable to Landlord and Tenant in their sole discretion. Unless otherwise agreed between Landlord and Tenant, within ten (10) days after Sublandlord delivers to Subtenant Tenant's lease must be of the Offer Noticeentire ROFO Space being offered. If Subtenant timely elects to Tenant does not enter into a lease for the ROFO Space as provided above, this Right of First Offer Space, then Sublandlord shall immediately and Subtenant shall execute an amendment to this Sublease, effective without further action by Landlord terminate as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent ROFO Space being offered. This Right of First Offer shall be personal to Tenant and shall not inconsistent be exercisable by any assignee or sublessee, except an assignee/successor to Tenant's business by merger or acquisition. Tenant shall be free during any ongoing period in which the ROFO Space remains unleased to request that Landlord re-open discussions with the Offer Notice termsTenant, the terms of this Sublease; howeverwhich Landlord shall do, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect subject to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the ongoing discussions that Landlord may then or thereafter engage in with other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseprospective tenants.
Appears in 1 contract
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Provided that no Event of Default by Tenant has occurred and subject to the Sublease. Subject to then-existing renewal or expansion options rights of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), tenants. Tenant shall have a right of first offer to lease to Subtenant on any space owned by Landlord on the space shown on Exhibit A, containing approximately 4,205 rentable square feet second floor of space the Building (the “Offer Additional Space”) in an “AS-IS” condition; and Landlord shall not lease any such offer space except as set forth herein. When all or any part of the Additional Space becomes available. Landlord shall be in writing and specify notify Tenant of the terms for location of the Offer Space, including the rent to be paid for the Offer Additional Space and the date on minimum rent for which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects Landlord is willing to lease the entire Offer Space on the terms set forth in the Offer NoticeAdditional Space, if Tenant, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects receipt of Landlord’s notice, notifies Landlord that it desires to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Additional Space is to be included in the Premises, on the terms and conditions set forth in Landlord’s notice, the Offer Notice and, Additional Space shall be leased to Tenant (or an affiliate of Tenant) pursuant to the extent not inconsistent with the Offer Notice terms, terms and conditions of Landlord’s notice and otherwise on the terms and conditions of this Sublease; however, Subtenant Lease. Tenant shall accept have the Offer right to inspect and conduct surveys within the Additional Space in an “AS-IS” conditionduring the ten (10) day period after receipt of Landlord’s notice. Notwithstanding Tenant shall promptly prepare and the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to parties shall promptly execute a lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained substantially in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being form of the essence this Lease with respect to the exercise thereof Additional Space. If Tenant fails to notify Landlord of its desire to lease the Additional Space within ten (it being understood that each 10) days after receipt of SubtenantLandlord’s five rights notice, Landlord shall have the right to lease the Additional Space to any third party upon substantially the same terms and conditions as those set forth In Landlord’s notice, but in any event the effective rent payable by the third party shall not be less than ninety percent (90%) of first offer hereunder the effective rent had Tenant elected to lease the Additional Space pursuant to Landlord’s notice and any monetary incentive or other concession, such as a construction allowance, granted to the third party tenant shall not be more than ten percent (10%) greater than the monetary incentive or other concession offered to Tenant in Landlord’s notice. The provisions of this Section shall apply again if, during the Term: (a) Landlord leases the Additional Space to a third party and thereafter such lease is a one-time right only with respect to each Offer Space)terminated, and Sublandlord may lease all or a (b) any other portion of the Offer Additional Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premisesbecomes available, or (c) less than two full calendar years remain the terms offered to any third party do not meet the criteria set forth in the initial Term of the Subleasethis Section 29.
Appears in 1 contract
Samples: Office Lease (Ulthera Inc)
Right of First Offer. The reference Provided that this Lease is in full force and effect, with at least twenty-four (24) months then remaining in the Term (including any Renewal Term as to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing which Tenant has theretofore exercised a renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant thereinoption), Landlord hereby grants to Tenant a right of first offer to lease to Subtenant from Landlord, on the terms and conditions herein set forth, all rentable space shown on Exhibit Athe 25th, containing approximately 4,205 rentable square feet 26th, 31stand 32ndfloors of space the Building (the “Offer Space”). In addition, if Tenant fails to exercise either of its options to lease the 27thfloor Expansion Space pursuant to Section 2 hereof, then after Landlord thereafter enters into a lease of all or any portion of the Expansion Space to a third party for a term commencing on or after January 1, 2005, such portion of the Expansion Space shall also be included within the meaning of the term “Offer Space”, effective at such time as such portion of the Expansion Space next becomes available for lease. Upon any portion of the Offer Space hereafter becoming available during the Term for lease to a tenant other than the entity leasing such space on the date of this Lease (or any successor of such tenant but not an assignee of a tenant whose lease does not, as of the date of this Amendment, have an extension right), Landlord shall give Tenant written notice that Tenant may lease the available Offer Space for a term which is coterminous with the Term, for a rate of Minimum Rent which is the same rate per Rentable Square Foot as Tenant pays for the Premises under this Lease (subject to the same increases at the same time or times as Minimum Rent for the Premises increases hereunder), and with a construction allowance per Rentable Square Foot of the Offer Space leased by Tenant hereunder equal to the product derived by multiplying thirty-five dollars ($35.00) in an “AS-IS” condition; such offer by a fraction, the numerator of which shall be in writing the number of months of the Term remaining on the date Landlord delivers such portion of the Offer Space to Tenant for improvement and specify the denominator of which shall be one hundred eighty (180), but without the benefit of a Minimum Rent-free period or other concessions or inducements, and otherwise on the terms for and conditions contained in the Offer Space, including Lease. Landlord’s notice shall state the rent to be paid for Rentable Area of the available Offer Space and the date on which the Offer Space shall be included in is anticipated to become available. In the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord event that Tenant does not accept Landlord’s offer in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, and without modification within ten thirty (1030) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects date on which Tenant receives Landlord’s notice, then Landlord shall be free to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under any other person or entity and this Section 5 7 shall be of no further force or effect with respect to the space in question until the first to occur of (i) one hundred eighty (180) days after the last day of such thirty (30) day period if Landlord fails to lease such space to a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but third party within such notice provides for an expansion, right of first refusalperiod, or other preferential right to (ii) if Landlord enters into a lease some with a third party for such space within such one hundred eighty (180) day period, then when such space again becomes available for lease under the terms above provided. If Tenant timely accepts Landlord’s offer, Landlord and Tenant shall promptly execute an amendment of this Lease reflecting the remaining terms of Tenant’s lease of such portion of the Offer Space. Notwithstanding the foregoing, then such remaining portion (a) Tenant’s right to lease the Offer Space hereunder shall be contingent upon no Event of Default existing either at the time the Offer Space becomes available for lease or at the time Landlord intends to tender possession of the Offer Space to Tenant, and (b) Landlord’s delivery of the Offer Space to Tenant shall thereafter be excluded subject to Landlord’s regaining possession thereof from the provisions of this Sublease. In no event tenant then occupying same and Landlord shall Sublandlord not be obligated liable to pay a commission with respect Tenant if Landlord is unable to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to obtain possession of the Premises (or Offer Space in a timely fashion for any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasereason.
Appears in 1 contract
Samples: Fourth Amendment of Office Lease (Pma Capital Corp)
Right of First Offer. The reference (a) Provided that (i) Tenant is not in default beyond any applicable cure periods at the time of Tenant’s exercise of the Right of First Offer, (ii) the creditworthiness of Tenant is then reasonably acceptable to “Suite 350” is hereby deleted from Exhibit D attached Landlord, and (iii) Tenant originally named herein (or its Permitted Transferee) and/or the Subtenant remains in possession of and has been continuously operating in not less than one hundred percent (100%) of the Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Sublease. Subject Offer Space (as defined herein) and Landlord’s right to then-existing renewal renew or expansion options extend the lease term of any other subtenantstenant with respect to the portion of the Offer Space now or hereafter leased by such other tenant, and provided no default by Subtenant exists, Sublandlord Landlord shall, before offering the same to any entering into a lease with a third party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant for the space located in the Building shown on the attached Exhibit A, containing approximately 4,205 rentable square feet of space “F” (the “Offer Space”) in an “AS-IS” condition; such offer shall be ), notify Tenant in writing and specify of the terms for the Offer Space, including the rent to be paid for availability of the Offer Space for leasing and setting forth the date on terms and conditions upon which Landlord is willing to lease the Offer Space shall be included in the Premises to Tenant (the “Offer Landlord’s Notice”). Sublandlord Tenant shall use good faith in determining the rent amount for the Offer Space. The Offer have ten (10) days from its receipt of Landlord’s Notice shall be substantially similar to the Offer Notice attached deliver to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects Landlord a written notice agreeing to lease the entire Offer Space on the terms set forth and conditions contained in Landlord’s Notice (“Tenant’s Acceptance”). In the Offer Notice, event Tenant fails to deliver Tenant’s Acceptance to Landlord within said ten (10) days after Sublandlord delivers to Subtenant day period, such failure shall be conclusively deemed a rejection of the Offer NoticeSpace and a waiver by Tenant of this right of first offer, whereupon Tenant shall have no further rights with respect to the Offer Space under this provision and Landlord shall be free to lease the Offer Space to a third party on no less than ninety five percent (95%) of the total economic terms and conditions contained in Landlord’s notice, taking into consideration rent, tenant improvement allowances, and other rent concessions. If Subtenant timely elects Landlord does not consummate such transaction on the terms of Landlord’s notice within two hundred and seventy (270) days of Tenant’s failure to lease the Offer Space, then Sublandlord and Subtenant this Right of First Offer shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasereinstated.
Appears in 1 contract
Samples: Lease (United Natural Foods Inc)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-existing renewal or expansion options provisions of other subtenantsthis Section 2.7, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), Tenant shall have a continuing right of first offer to lease to Subtenant for all or any portion of the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Building known as 00 Xxxxxx Xxxxxx that may hereafter become vacant and available (the “Offer Option Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord Prior to entering into any lease for all or any portion of the Option Space, Landlord shall use good faith notify Tenant, in determining writing (“Landlord’s ROFO Notice”) that the rent amount Option Space is available for lease and the Offer Space. The Offer Notice terms and conditions upon which the Option Space is available, which terms and conditions shall be substantially similar to at fair market value, which may or may not include a leasehold improvements allowance. Provided that at the Offer time of Landlord’s ROFO Notice attached to (i) no Event of Default by Tenant exists under the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space Lease which is uncured and continuing on the terms set forth part of Tenant; and (ii) Tenant, or any entity which succeeds to Tenant’s rights hereunder pursuant to a Permitted Transfer, is in occupancy of at least sixty five percent (65%) of the Offer NoticePremises for its own business purposes, Tenant may, by giving written notice to Landlord within ten (10) business days after Sublandlord delivers Tenant’s receipt of Landlord’s ROFO Notice, elect to Subtenant (a) reject Landlord’s ROFO Notice or (b) accept Landlord’s offer to lease the Offer Option Space upon the terms and conditions set forth in Landlord’s ROFO Notice. If Subtenant Landlord’s ROFO Notice is rejected by Tenant, by Tenant giving Landlord written notice within the aforementioned ten (10) business day period, the parties agree to negotiate in good faith for a five (5) day period following such rejection to reach an agreement on the terms and conditions for the Option Space. If, despite such good faith efforts, the parties are unable to come to an agreement within said five (5) day period, subject to the provisions of paragraph 3 of this Section 2.7, such rejection shall be deemed final. If Tenant fails to timely elects respond to Landlord’s ROFO Notice, such failure shall be deemed Tenant’s rejection of Landlord’s ROFO Notice. Without limitation, if said option is timely exercised, Landlord and Tenant agree to enter into an amendment to the Lease confirming the inclusion of the Option Space within the Premises and the adjustment to Annual Fixed Rent and all other charges payable under the Lease in accordance with the terms and conditions of Landlord’s ROFO Notice; provided that all other provisions of this Lease shall remain in full force and effect without modification. The Option Space shall be offered to Tenant in “as-is” condition (or as otherwise set forth in Landlord’s ROFO Notice). If Landlord’s ROFO Notice is rejected by Tenant (or deemed rejected for failure to timely respond to Landlord’s ROFO Notice), then Landlord may enter into a lease for the Option Space providing for an effective Annual Fixed Rent equal to or less than five percent (5%) less than that specified in Landlord’s ROFO Notice. For clarity, in the event that the Landlord proposes to enter into a lease for the Option Space providing for an effective Annual Fixed Rent greater than five percent (5%) less than that specified in Landlord’s ROFO Notice, Landlord shall notify Tenant of such terms by sending an additional Landlord’s ROFO Notice that will be subject to the terms of the preceding paragraph. Subject to the foregoing provisions of this paragraph, Tenant shall have no further option to lease the Offer Option Space, then Sublandlord and Subtenant all obligations of Landlord with respect to the Option Space under this Section shall execute an amendment terminate and be of no further force and effect if Landlord’s ROFO Notice is rejected by Tenant (or deemed rejected for failure to this Subleasetimely respond to Landlord’s ROFO Notice). For clarity, effective as if Landlord’s ROFO Notice is rejected by Tenant (or deemed rejected for failure to timely respond to Landlord’s ROFO Notice), Tenant shall be entitled to a continuing right of first offer for all or any portion of the date Option Space for which Landlord subsequently enters into a lease agreement and that becomes vacant and available during the Offer Space is Term, subject to be included in the Premises, on the terms any superior rights set forth in the Offer lease agreement with the subsequent lessee(s) of the Option Space. For clarity, Landlord shall have the right to extend the lease term of any such subsequent lessee(s) of the Option Space other than Novartis (as defined below), whether or not such subsequent lessee(s) have an option to extend, without an obligation to provide a ROFO Notice andto Tenant with respect to such extension. Reference is made to that certain Lease by and between Landlord and Novartis Institute of BioMedical Research, Inc. (“Novartis”) pursuant to which Novartis leases from Landlord an aggregate of 39,383 rsf of the Building (consisting of 9,346 rsf on the first floor of the Building and 30,037 rsf on the second floor of the Building) (the “Novartis Lease”). Landlord represents and warrants that the Novartis Lease shall expire on February 28, 2019, unless terminated earlier in accordance with its terms. Landlord further represents and warrants there are no superior encumbrances to the extent not inconsistent with first floor or second floor of the Offer Notice termsBuilding, including all or any portion thereof that is subject to the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditionNovartis Lease. Notwithstanding anything to the foregoingcontrary set forth herein or in the Novartis Lease, if before SublandlordLandlord hereby acknowledges and agrees that Tenant’s delivery right of first offer pursuant to Subtenant this Section 2.7 shall be superior to Landlord’s ability to offer Novartis any extension of the Offer Notice, Sublandlord has received an offer lease term with respect to lease all or part any portion of the Offer Space from Building that is subject to the Novartis Lease. Landlord further agrees that it will not send Tenant a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence ROFO Notice with respect to the exercise thereof Novartis space until the earlier of (it being understood i) the date that each Landlord has entered into a signed letter of Subtenant’s five rights intent with Novartis regarding the early termination of first offer hereunder such space or (ii) March 1, 2018, which is a one-time right only with respect twelve (12) months prior to each Offer Space), and Sublandlord may lease all or a portion the scheduled expiration date of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseNovartis Lease.
Appears in 1 contract
Samples: Non Disturbance Agreement (Blueprint Medicines Corp)
Right of First Offer. The reference (a) If any of Helion or Sierra shall desire at any time within three (3) years from the Effective Date to “Suite 350” is hereby deleted from Exhibit D attached to effect the Sublease. Subject to then-existing renewal or expansion options Transfer of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space its Equity Shares and/or its Preferred Shares (the “Offer SpaceROFO Offered Shares”), then such selling Shareholder (“ROFO Selling Shareholder”) shall forthwith express its intention in writing to Transfer any of the ROFO Offered Shares to each other Shareholder excluding SAIF (each such Shareholder an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer NoticeEligible Shareholder”). Sublandlord SAIF shall use good faith in determining not be entitled to this Right of First Offer. The Eligible Shareholder shall have the rent amount right to quote a price for the Offer Spacepurchase of the ROFO Offered Shares to the ROFO Selling Shareholder within fourteen (14) days from date of receipt of the written intention of Transfer of the ROFO Offered Shares by the ROFO Selling Shareholder. The Offer Notice Upon receipt by the ROFO Selling Shareholder of the written communication by the Eligible Shareholders containing the price offered by the Eligible Shareholders for purchase of the ROFO Offered Shares, the ROFO Selling Shareholder shall be substantially similar entitled to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from find a third party purchaser, if any, within twenty-one (21) days from the date of receipt such written communication from the Eligible Shareholders, who are willing to purchase the ROFO Offered Shares at a price more than 5% of the price offered by the Eligible Shareholders for the purchase of the ROFO Offered Shares. If the ROFO Selling Shareholder fails to or is unable to find a third party purchaser within the time period specified above to purchase the ROFO Offered Shares at a price more than 5% of the price quoted by the Eligible Shareholders, and the ROFO Selling Shareholder proposes to sell its ROFO Offered Shares to the Eligible Shareholders, the ROFO Selling Shareholder will indicate in writing to the Eligible Shareholders of such fact (“Third Party OfferROFO Offered Shares Availability Notice”) and such Third Party Offer includes space in excess the Eligible Shareholders shall purchase the ROFO Offered Shares from the ROFO Selling Shareholder should the ROFO Selling Shareholder decide to sell the ROFO Offered Shares. In the event the Eligible Shareholders do not consummate the purchase of ROFO Offered Shares within 30 days from the receipt of the Offer SpaceROFO Offered Shares Availability Notice (“Defaulting Holder”), Subtenant must exercise the ROFO Selling Shareholder shall be free to sell the ROFO Offered Shares to the third party purchaser at any price it deems fit, in its rights hereunder, if at all, as sole discretion. It is hereby agreed that the price quoted by the Eligible Shareholder for the first three times to all the ROFO Selling Shareholder for the purchase of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights ROFO Offered Shares under this Section 5 if a default exists 6.2A(a) shall not be binding on the Eligible Shareholder, and the Eligible Shareholder shall have the right to reject, negotiate or Subtenant re-negotiate the price so quoted for the first three times by the Eligible Shareholder. Provided however that, it is not then occupying agreed that the entire Premises. For purposes hereof, if an Offer Notice is delivered price quoted by the Eligible Shareholder for less than all the fourth time to the ROFO Selling Shareholder for the purchase of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant ROFO Offered Shares under this Section 56.2A(a) shall be binding on the Eligible Shareholder, and Subtenant and Sublandlord shall each indemnify should the other against all costsROFO Selling Shareholder decide to sell the ROFO Offered Shares to the Eligible Shareholder, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession sale of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of ROFO Offered Shares to the Premises, or (c) less than two full calendar years remain in Eligible Shareholder shall be at the initial Term of price quoted by the SubleaseEligible Shareholder for the fourth time to the ROFO Selling Shareholder.
Appears in 1 contract
Samples: Third Amended and Restated Shareholders Agreement (MakeMyTrip LTD)
Right of First Offer. The reference to TPG SPECIALTY LENDING, INC. (“Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant thereinTPG”), acting for itself or for any applicable Affiliate, shall have a right of first offer on any future debt financings sought by Borrower, Guarantor or any Affiliates thereof for up to lease $1,000,000,000.00 (inclusive of the Loan) of project financing to Subtenant develop Additional Phases of the space shown on Exhibit ADevelopment Property and any future Sunseeker-branded or other resort projects outside of Port Charlotte, containing approximately 4,205 rentable square feet Florida developed or sponsored by Guarantor or any of space its Affiliates (each such development, a “ROFO Development”). Prior to Borrower, Guarantor or any Affiliates thereof seeking financing with respect to a ROFO Development, Borrower, Guarantor or such Affiliate shall first provide written notice (the “Offer SpaceROFO Notice”) in of an “AS-IS” condition; such offer shall be in writing and specify to TPG to finance the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises ROFO Development (the “Offer NoticeROFO Offer”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within Within ten (10) days Business Days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as receipt of the date ROFO Notice, TPG shall provide a written notice (the Offer Space is “ROFO Election Notice”) to be included in Borrower, Guarantor or such Affiliate electing to either (i) negotiate the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant financing of the Offer NoticeROFO Development or (ii) decline the ROFO Offer, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of SubtenantTPG’s five rights of first offer hereunder is failure to deliver a one-time right only with respect ROFO Election Notice to each Offer Space)Borrower, and Sublandlord may lease all Guarantor or such Affiliate within such ten (10) Business Day period shall be deemed a portion rejection of the Offer Space ROFO Offer. If TPG makes a ROFO Election Notice, TPG and Borrower, Guarantor or such Affiliate shall negotiate exclusively and shall use commercially reasonable efforts to negotiate definitive terms for financing the ROFO Development within 45 days after the date of such ROFO Election Notice, subject to any extensions of time mutually agreed between TPG and Borrower, Guarantor or such Affiliate. If the parties are unable to come to a mutual agreement on definitive terms within such 45 days, Borrower, Guarantor or such Affiliate may -98- seek financing from third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying party lenders for the entire Premises. For purposes hereofROFO Development, provided that, if an Offer Notice such financing is delivered for on terms less favorable to Borrower, Guarantor or such Affiliate than all of the Offer Space but terms offered by TPG (or its Affiliate, as applicable) to Borrower, Guarantor or such notice provides for an expansionAffiliate, right of Guarantor or such Affiliate shall not be permitted to finance the ROFO Development without first refusalpresenting such other financing terms to TPG (or its Affiliate, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the as applicable). The provisions of this SubleaseArticle XII shall survive the expiration and termination of this Agreement and the payment and performance of the Obligations for a term of five (5) years. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTPG’s rights under this Section 5 Article XII shall terminate if (a) the Sublease or Subtenant’s right not be assignable except to possession an Affiliate of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLender.
Appears in 1 contract
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to If at any time during the Sublease. Subject to Term of this Lease, the -------------------- ROFR Space shall become vacant and available for occupancy, then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant existsexcept as hereinafter provided, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Landlord shall notify Tenant in writing (the “"Offer Space”Notice") in an “AS-IS” condition; such offer that the ROFR Space will be available for leasing, which Offer Notice shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and set forth the date on which the ROFR Space will be available for leasing and Landlord's good faith determination of the market Base Rent and all other financial considerations for such ROFR Space (including, for example, any tenant improvements allowance). If Tenant shall desire to lease such ROFR Space, Tenant shall notify Landlord in writing ("Tenant's Election Notice") within ten (10) business days after receipt of the Offer Space Notice. If Tenant delivers a Tenant's Election Notice, then Tenant shall be included irrevocably obligated to lease the ROFR Space in accordance with the Premises provisions of this Section. If Tenant shall fail to notify Landlord of such election within such ten (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice 10) business day period, Tenant shall be substantially similar deemed to have irrevocably waived its right to lease the Offer Notice attached ROFR Space and Landlord shall have the right to the Sublease lease such ROFR Space or any portion thereof to a third party, on such terms as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant Landlord may elect, but subject to Tenant's right of first refusal set forth above. If Tenant elects to lease the entire Offer ROFR Space, then (i) the ROFR Space on shall be added to and deemed part of the Premises upon all of the terms and conditions contained in this Lease except as otherwise set forth in this Section; (ii) the Base Rent shall be the Base Rent set forth in the Offer Notice, within ten ; (10iii) days after Sublandlord delivers Tenant's obligation to Subtenant pay rent with respect to the Offer Notice. If Subtenant timely elects to lease ROFR Space shall commence on the Offer Space, then Sublandlord date Landlord makes the ROFR Space "available" (as set forth in Paragraph B of Exhibit B hereof); (iv) Tenant's Proportionate Share shall be proportionately increased and Subtenant (v) Landlord and Tenant shall execute and deliver to each other an amendment to this Sublease, effective as Lease setting forth (1) a description of the ROFR Space, (2) the effective date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part inclusion of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer ROFR Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof and (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a3) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest increase in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseBase Rent and Proportionate Share resulting from such inclusion.
Appears in 1 contract
Samples: Lease Agreement (Luminex Corp)
Right of First Offer. The reference to “Suite 350” Provided (i) no Tenant default has occurred and is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantscontinuing hereunder, and provided no default by Subtenant exists(ii) Tenant has not assigned the Lease nor sublet all or any portion of the Revised Premises, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), Tenant shall have a continuing right of first offer to lease to Subtenant the space shown immediately adjacent to the Revised Premises in the Building as more particularly described on Exhibit A, containing approximately 4,205 rentable square feet of space A-1 attached hereto and incorporated herein by reference (the “Offer Expansion Space”) in an “ASat such time as said Expansion Space becomes available for lease during the initial Lease Term; provided, however, Tenant shall have no right to lease any portion of the Expansion Space which is re-IS” condition; leased to existing tenants occupying such offer space. At such time as the Expansion Space initially becomes available for lease and prior to marketing the Expansion Space for lease, Landlord shall be notify Tenant in writing and specify of Landlord’s intention to market the terms for the Offer Space, including the rent to be paid for the Offer Expansion Space and the date on rental rate and terms and conditions of lease which Landlord intends to propose for the Expansion Space (collectively, the “Offer Space Terms”). Tenant shall be included in the Premises have five (5) days after its receipt of such written notice from Landlord (the “Letter of Intent Negotiation Period”) to negotiate, in good faith, the terms and conditions of Tenant’s proposed lease of the Expansion Space based on Landlord’s proposed Offer Notice”)Terms. Sublandlord Landlord shall use good faith in determining not, during the rent amount for the Offer Space. The Offer Notice shall be substantially similar Letter of Intent Negotiation Period, lease, offer to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects lease or agree to lease the entire Offer Expansion Space on to any other party unless Tenant advises Landlord that Tenant is not interested in leasing the Expansion Space. In the event that Tenant and Landlord do not mutually agree upon the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as conditions of Tenant’s proposed Lease of the date Expansion Space during the Offer Letter of Intent Negotiation Period, then, after such period, Landlord may market the Expansion Space is upon such terms and conditions as are reasonably acceptable to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant Landlord and Tenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its have no further rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the Expansion Space until such time as the Expansion Space again becomes available for lease, whereupon Tenant shall again have the option to exercise thereof (it being understood that each of Subtenant’s five rights this right of first offer. In the event Tenant and Landlord agree to the Offer Terms within the Letter of Intent Negotiation Period as hereinabove described, then Tenant and Landlord will negotiate in good faith and with due diligence an agreement for the lease of the Expansion Space. Landlord shall not, during the twenty (20) day period immediately following Tenant’s agreement to the Offer Terms (the “Lease Negotiation Period”), lease, offer hereunder is a one-time right only to lease or agree to lease the Expansion Space to any other party. In the event that Landlord and Tenant are unable in good faith to agree to the terms of such lease within the Lease Negotiation Period, then thereafter Landlord may market the Expansion Space upon such terms and conditions as are reasonably acceptable to Landlord whereupon Tenant shall have no further rights with respect to each Offer Space)the Expansion Space until such time as the Expansion Space again becomes available for lease, and Sublandlord may lease all or a portion of whereupon Tenant shall again have the Offer Space option to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseoffer.
Appears in 1 contract
Samples: Inspire Pharmaceuticals Inc
Right of First Offer. The reference In the event that Sublandlord shall decide to “Suite 350” is hereby deleted from Exhibit D attached offer to sublease additional space in the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant existsBuildings ("Additional Space"), Sublandlord shall, before offering shall give written notice to Subtenant of its intention to do so (the same "Intention to any party (other than the then-current subtenant or occupant thereinSublease Notice"), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer which notice shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”)contain Sublandlord's proposed rental terms. Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify have the right, for a period of 14 days after receipt of the Intention to Sublease Notice to sublease the Additional Premises being offered by Sublandlord in writing whether Subtenant elects pursuant to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers Intention to Subtenant the Offer Sublease Notice. If Subtenant timely elects Subtenant's election to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as sublease must be set forth in a written acceptance of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice andIntention to Sublease Notice, which acceptance must be delivered to Sublandlord within said fourteen (14) day period. Notwithstanding anything herein to the extent not inconsistent contrary, the Rent payable by Subtenant to Sublandlord with respect to the first ten thousand (10,000) square feet of Additional Space shall be identical on a square footage basis to the Fixed Annual Rent and Tenant's Operating Expense Charge then and thereafter payable by Subtenant under this Sublease, with the Offer Notice terms, effect that the terms of this Sublease; however, Subtenant Fixed Annual Rent for the Additional Space shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant be $14 per square foot per year for each rentable square foot of the Offer Notice, Sublandlord has received an offer Additional Space (which amount shall be increased to lease all or part of $15 per square foot if the Offer Space from a third party (a “Third Party Offer”Second Extended Term is exercised) and the Subtenant Operating Expense Charge applicable to such Third Party Offer includes Additional Space shall be $5 per square foot of Additional Space if such space is offered on or before January 31, 1999, which amount shall increase by 4 for each 12-month period thereafter. If the Additional Space to be offered by Sublandlord exceeds ten thousand (10,000) square feet or if Subtenant has previously subleased an additional 10,000 square feet of space in the Buildings, then Sublandlord may charge Subtenant the fair market rental value for space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all10,000 square feet, as to all of the space contained determined in Sublandlord's sole judgment and as set forth in the Third Party OfferIntention to Sublease Notice. If Subtenant fails elects to sublease the Additional Space as herein provided, it will execute and deliver to Sublandlord a Sublease which is identical to this Sublease in all material respects with the exception of the description of the sublease premises, the sublease term and, if applicable, the Rent. The new sublease for the Additional Space must be executed and delivered to Sublandlord within thirty (30) days after Subtenant's receipt of Sublandlord's Intention to Sublet Notice. If for any reason other than a Sublandlord default or is unable timely to exercise its right hereunderdelay, a sublease agreement for the Additional Space has not been executed and delivered by the parties within said thirty (30) day period, then such Sublandlord shall have the right to market the Additional Space and sublease it to a third party on any terms that Sublandlord may elect and Subtenant shall lapse, time being of the essence no longer have any rights with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasethereto.
Appears in 1 contract
Samples: Sublease Agreement (Xyvision Inc)
Right of First Offer. The reference Provided Tenant has leased the Mandatory Expansion Space as stipulated in Paragraph S.S.4 herein and so long as the Right of First Offer Space (as hereinafter defined) remains unencumbered and available for lease, and subordinate to “Suite 350” is hereby deleted any existing rights of other tenants to lease said space which exists as of the date of this Lease, Tenant shall have the right, upon written notice from Exhibit D attached Landlord to lease during the term of this Lease, subject to the Sublease. Subject to then-existing renewal or expansion options terms and conditions below, additional space consisting of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 a maximum of 5,042 rentable square feet of but no less space than the demised available space so long as said space is contiguous to the Premises (the “"Right of First Offer Space”") in an “AS-IS” condition; such offer shall be in writing on the sixth (6th) floor of the Building, as shown and specify designated on the terms attached Exhibit "A", for a term coterminous with the expiration of the initial term of this Lease and any renewal or extension thereof. The Base Rental and the Tenant Improvement Allowance for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Right of First Offer Space shall be included set at the prevailing fair market value rates for the Building then being charged by Landlord for comparable space to third parties initially leasing in the Premises (Building. Following the “Offer Notice”). Sublandlord notice by Landlord to Tenant of this Right of First offer at any time during the Lease Term, Tenant shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within have ten (10) days after Sublandlord delivers in which to Subtenant respond in writing to exercise its right. This Right of First Offer shall be cancelled and of no effect if Tenant fails to respond within said ten (10) day period or if Tenant is in default of any covenants under this Lease. Within ten (10) days following the Offer Notice. If Subtenant timely elects to lease exercise of this Right of First Offer, Landlord and Tenant shall enter into a written agreement modifying and supplementing this Lease and specifying that the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as Right of the date the First Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Leased Premises under this Lease and containing other appropriate terms and conditions relating to the addition of such areas to the Premises (including specifically any increase, adjustment or augmentation of rent as a result of such addition as aforesaid). Landlord will use its best efforts to make the Right of First Offer Space from a third party available to Tenant within thirty (a “Third Party 30) days after Tenant's exercise of said Right of First Offer”, but Landlord shall not be liable for the failure to give possession of said Space to Tenant within said thirty (30) day period by reason of the holding over or retention of possession of any tenant, tenants or occupants, and such Third Party Offer includes space in excess failure shall not impair the validity of this Lease or extend the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes term hereof, if an Offer Notice is delivered but the rent for less than all the Right of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the First Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated abated until possession is delivered to pay a commission with respect to any space leased by Subtenant under this Section 5Tenant, and Subtenant and Sublandlord such abatement shall each indemnify the other constitute full settlement of all claims that Tenant might otherwise have against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed Landlord by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right reason of such failure to give possession of the Premises said Space to Tenant within thirty (or any portion thereof30) days of Tenant's exercise of this Right of First Offer. All rental obligations of Tenant shall commence on the date such Space is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasemade available to Tenant.
Appears in 1 contract
Samples: Lease Agreement (E3 Corp)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-rights of any existing renewal tenants in the Building, if during the First Offer Period (as said term is hereinafter defined), all or expansion options any portion of other subtenants, the leasable space located in the Building (the "First Offer Space") shall become "available for leasing" (as said term is hereafter defined) and provided no default by Subtenant existsthat the "Offer Conditions" (as hereafter defined) are then satisfied, Sublandlord shallthen prior to executing a lease for such First Offer Space or part thereof, before offering Landlord shall first submit to Tenant a written offer (the same to any party (other than the then-current subtenant or occupant therein), first offer "Offer") to lease all of the such available portion of the First Offer Space to Subtenant Tenant upon such terms and conditions (including, without limitation, lease term and Fixed Annual Base Rent) as are specified by Landlord in such Offer as (subject to the space shown on Exhibit Aprovisions hereof in the case of the First Offer Space Fixed Annual Base Rent and the Offer Space Initial Term, containing approximately 4,205 as said terms are hereinafter defined) determined by Landlord in its sole and complete discretion. Landlord's Offer to Tenant shall specify, among other things: (i) the location and rentable square feet area of space the Offered Space (as said term is hereinafter defined); (ii) the date (the “Offer Space”"Anticipated Availability Date") in an “AS-IS” condition; which Landlord anticipates that such offer Offered Space shall be in writing vacant and specify unleased; (iii) the terms Fixed Annual Base Rent (the "First Offer Space Fixed Annual Base Rent") portion of the Annual Rent on a per square foot basis which Landlord proposes to charge for the Offer Offered Space, including the rent all fixed and/or indexed adjustments to said rate (it being understood that over and above such First Offer Space Fixed Annual Base Rent Tenant shall be obligated to pay all Additional Rent required to be paid for under this Lease including, without limitation, Tenant's Pro Rata Share (increased to take into account the Offer Space Offered Space) of real estate taxes, Tenant's Pro Rata Share (as increased to take into account the Offered Space) of Common Area Maintenance Expenses and all other charges, amounts, reimbursements and other sums required to be paid by Tenant under this Lease); (iv) the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as number of the date the Offer Space is years or period to be included in the Premisesterm for such Offered Space; (v) if there is a Gap Period (as said term is hereinafter defined), on such additional terms with respect to the terms Premises as are set forth in Section 45.3 hereof; and (vi) such other terms as Landlord determines to include in the Offer. Except as may otherwise be expressly provided in the Offer: (i) there shall be no additional or separate Extension Option for any Offered Space; (ii) there shall be no free rent or reduced rent for any Offered Space; (iii) there shall be no Tenant Inducement Payment for any Offered Space nor shall Landlord have any obligation to make or pay for any improvements to the First Offer Space or to the Building; (iv) there shall be no extension of the First Offer Period; and (v) no additional Right of First Offer or other similar rights (but any then existing First Offer Rights set forth in this Section 45 shall not be affected). In addition to the First Offer Space Fixed Annual Base Rent portion of the Annual Rent, in each year during the Offer Notice andSpace Initial Term (and any extension thereof) Tenant shall also be obligated to pay all Additional Rent required to be paid under this Lease including, without limitation, Tenant's Pro Rata Share of real estate taxes, Tenant's Pro Rata Share of Common Area Maintenance Expenses and all other charges, amounts, reimbursements or other sums payable by Tenant under the Lease, as amended by this Ninth Amendment and Tenant's Pro Rata Share shall increase in each First Offer Space Amendment to reflect the extent not inconsistent with increase in the rentable square footage of the Premises allocable to Offered Space. If within fifteen (15) days after Landlord provides the Offer Notice termsto Tenant, the terms of this Sublease; however, Subtenant shall Tenant does not unconditionally accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of such space described in the Offer in writing or if Tenant accepts the Offer as aforesaid but does not execute and deliver a final fully executed amendment to this Lease (a "First Offer Space Amendment") for the space contained described in such Offer (the Third Party Offerspace described in such Offer being hereinafter called the "Offered Space") in form and substance reasonably satisfactory to Landlord within twenty (20) days after acceptance of the Offer as aforesaid, all of Tenant's rights in and to any Offered Space shall cease and terminate and Landlord shall be free to rent all or any part of such space to any party upon such terms and conditions as Landlord may elect in its sole discretion. If Subtenant fails or Time is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease45.
Appears in 1 contract
Samples: Lease (Ibis Technology Corp)
Right of First Offer. The reference Prior to “Suite 350” is hereby deleted from Exhibit D attached to execution of a lease or leases for the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable 16,130 square feet of space Rentable Area depicted on Exhibit C-1 attached hereto (the “First Offer SpaceSpaces”), composed of Suites 220, 250, 315 and 320 during the first five (5) years of the Term of this Lease, and so long as Tenant is not then in an “AS-IS” condition; such offer shall be in writing and specify default under this Lease, Landlord will notify Tenant of the terms for the Offer Space, including the rent to and conditions upon which it would be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects willing to lease all or portions of the entire First Offer Space on the terms set forth in the Offer Notice, Spaces to Tenant as such space becomes available. If within ten (10) business days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects receipt of Landlord’s notice, Tenant agrees in writing to lease portions of the First Offer SpaceSpaces at the current market rate then being charged by Landlord for comparable space in the Building and upon such terms and conditions set forth in Landlord’s notice, then Sublandlord Landlord and Subtenant shall Tenant will execute an amendment or amendments to this Sublease, effective Lease adding the First Offer Spaces to the Premises within ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease upon all the same terms as of the date the Offer Space is to be included in the Premises, on this Lease except as modified by the terms set forth in the Offer Notice and, to the extent Landlord’s notice. If Tenant does not inconsistent with the Offer Notice terms, the terms deliver its notice of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer intent to lease all or part of a portion the First Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as Spaces or elects not to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the First Offer Space to third parties on Spaces within such terms as Sublandlord may elect. Subtenant may not exercise its rights under 10 business-day period, then this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential offer to lease that portion of the First Offer Spaces will lapse and be of no further effect and Landlord will have the right to lease some that portion the First Offer Spaces to any third party on the same or any other terms and conditions, whether or not such terms and conditions are more or less favorable than those offered to Tenant. The right granted to Tenant under this paragraph is personal to Tenant and to any Permitted Transferee; furthermore, in the event of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions any assignment of this Sublease. In no event shall Sublandlord be obligated Lease to pay a commission with respect party other than a Permitted Transferee or a sublease to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the a party other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if than a Permitted Transferee Tenant of more than fifty percent (a50%) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in this right of first offer to lease the initial Term First Offer Spaces shall thenceforth be null and void and of the Subleaseno further force and effect.
Appears in 1 contract
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer Tenant shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from have a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion (the "Right of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission First Offer") with respect to any space leased by Subtenant under this Section 5within the Building located immediately contiguous to the Premises, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming as the same bymay be expanded from time to time (the "First Offer Space"). Provided that no Event of Default then exists, through, or under Landlord shall notify Tenant in writing (the indemnifying party. Subtenant’s rights under "Availability Notice") if at any time during the term of this Section 5 shall terminate if Lease (a) ail or any portion of the Sublease First Offer Space is available for lease, or Subtenant’s right (b) will be available for lease within thirty (30) days after such notice is given. Tenant may, within fifteen (15) business days after the receipt of such notice, submit to possession Landlord a written offer to lease all of the First Offer Space referenced in the Availability Notice, which offer Landlord may accept or reject in us sole discretion. If Tenant timely submits an offer to Landlord to lease all of the First Otter Space referenced in the Availability Notice and such offer is accepted by Landlord, then the Lease shall be amended (which amendment shall be effective on the later of I i) I he first day that such First Offer Space is available for lease, and (ii) the date of Tenant's notice to Landlord exercising its Right of First Offer) to include the First Offer Space referenced in the Availability Notice and to increase the Tenant's Percentage Share to an amount equal to the ratio of the building area of the Premises (including the First Offer Space referenced in the Availability Notice) to the building area of i he Property specified in the BASIC LEASE INFORMATION and to increase the Tenant's Building Percentage Share to an amount equal to the ratio of the building area of" the Premises (including the First Offer Space referenced in the Availability Notice) to the building area of the Building specified in the BASIC LEASE INFORMATION. If Tenant does not timely make an offer pursuant to the terms of this Paragraph 5, or any portion thereof) is terminatedif Landlord does not accept Tenant's offer, (b) Subtenant assigns any of its interest in this Sublease Landlord may enter into a lease or sublets leases for all or any portion of the Premises, or (c) less than two full calendar years remain First Offer Space noted in the initial Term Availability Notice upon such terms and conditions and with such tenants as Landlord shall determine in its sole discretion and Tenant's Right of First Offer as it relates to the portion of the SubleaseFxxxx Xffer Space noted in the Availability Notice shall become null and void. Nothing in this Paragraph 5 shall prohibit Landlord from granting any tenant occupying all or any portion of the First Offer Space a lease renewal or extension. The terms and provisions of this Paragraph 5 shall not be applicable to the Expansion Premises.
Appears in 1 contract
Samples: Gigabeam Corp
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then(x) the initial leasing of such space to a third party and (y) the rights of third parties existing as of the date this Lease is fully executed and delivered by both parties without contingency and the rights of tenants under the initial leasing of such space, Tenant shall have a one-existing renewal or expansion options time right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Right of First Offer”) on (I) certain portions of the third (3rd) floor of the Building and (II) certain portions of the fourth (4th) floor of the building on the Property known as “Building 5” (each, as more particularly labeled in Exhibit H attached hereto as “Future Acacia Expansion Right of First Offer”, a “ROFO Space”) in an “AS-IS” condition; such offer shall be in writing upon the following terms and specify the terms conditions. Landlord will notify Tenant of its plans to market a ROFO Space for the Offer Space, including the rent lease to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises any unrelated third party (the “Offer ROFO Notice”). Sublandlord , which ROFO Notice shall use good faith in determining specify Landlord’s estimate of the fair market rent amount for such ROFO Space, the Offer date of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. The Offer Notice Within five (5) Business Days following its receipt of any ROFO Notice, Tenant shall be substantially similar have the right to accept the Offer Notice attached same by written notice to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects Landlord. If Tenant notifies Landlord within such five (5) Business Day period that it wishes to lease the entire Offer ROFO Space, Landlord and Tenant shall execute an amendment to the Lease incorporating the ROFO Space on into the Premises upon the terms set forth contained in the Offer Notice, ROFO Notice within ten (10) days after Sublandlord delivers Business Days following Landlord’s delivery to Subtenant the Offer NoticeTenant of a form therefor. If Subtenant timely elects Tenant fails to notify Landlord within said five (5) Business Day period that Tenant intends to lease the Offer SpaceROFO Space or fails to execute Landlord’s form of amendment for such ROFO Space within ten (10) Business Days of receipt from Landlord, then Sublandlord (i) Tenant shall be deemed to have waived its rights with respect to such ROFO Space and Subtenant Landlord shall execute an amendment to this Subleasebe entitled, effective as of the date the Offer Space is to be included in the Premisesbut not required, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part any portion of the Offer such ROFO Space from a to any third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Sublandlord may electLandlord determines, all in its sole discretion, and (ii) the Right of First Offer with respect to such ROFO Space shall be of no further force or effect, except that in the event that Landlord offers the ROFO Space at less than 90% of the fair market rent specified in the ROFO Notice, or if twelve (12) months have passed since the date of the ROFO Notice and Landlord has not leased the ROFO Space, then the Right of First Offer shall be deemed not waived by Tenant, shall be reinstated and Landlord will again offer the ROFO Space to Tenant in accordance with the procedure set forth above. Subtenant may not Notwithstanding any contrary provision of the Lease, the Right of First Offer, and any exercise its rights under this Section 5 if by Tenant of the Right of First Offer shall be void and of no effect unless on the date Tenant notifies Landlord that it is exercising such right and on the commencement date of the amendment for a default ROFO Space: (i) no Default exists at the time of the ROFO Notice or Subtenant at the commencement of the term for such ROFO Space and (ii) the original Tenant named herein or an Affiliate pursuant to a Permitted Transfer is not then itself occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all Premises at the time of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some ROFO Notice and at the commencement of the remaining portion of the Offer term for such ROFO Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.
Appears in 1 contract
Right of First Offer. The reference to “Suite 350” Providing Tenant is hereby deleted from Exhibit D attached not in default, the Lease is in full force and effect and Tenant is then occupying all the premises having been leased to the Sublease. Subject to then-existing renewal or expansion options Tenant in the Building, Tenant shall have the right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer on up to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 an additional contiguous 5,000 rentable square feet of to the Leased Premises the first time that said space becomes vacant and accordingly available for leasing to third parties during the period from the Commencement Date until May 31, 1996 (the “Offer "Expansion Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”"). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar right of first offer is subject and subordinate to the Offer Notice attached to rights of existing tenants of the Sublease as Exhibit E. Subtenant shall notify Sublandlord Building under contracts in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective effect as of the date hereof, and to Landlord's right to lease any portion of the Offer Expansion Space is one time to be included in parties other than Tenant, including Metropolitan Life Insurance Company or any of its subsidiaries. Landlord shall deliver to Tenant promptly after Landlord learns of the Premisessame, written notice specifying when the Expansion Space will become available. Within five (5) days thereafter, Tenant shall give written notice to Landlord of its intention to accept Landlord's offer to lease the Expansion Space and, within thirty (30) days thereafter, Tenant shall enter into a Lease Amendment acknowledging Tenant's acceptance of the Expansion Space on the same terms and conditions set forth in this Lease except that the Offer Notice and, to rental rate shall be adjusted for escalations in effect for Tenant at the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant time of the Offer Notice, Sublandlord has received an commencement of such Lease Amendment. The Expansion Space shall be accepted "as is" and Tenant shall bear the cost of constructing any required demising walls. In the event Tenant declines to accept Landlord's offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Expansion Space, Subtenant must exercise its rights hereunder, if at all, as to all of or does not provide written acceptance thereof or enter into the space contained in Lease Amendment within the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereundertime limits set forth above, then such the right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space)granted herein shall terminate, and Sublandlord may Landlord shall be free to enter into a new lease or leases with third parties for all or a any portion of the Offer Expansion Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise Landlord shall deem appropriate in its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasesole discretion.
Appears in 1 contract
Samples: SPR Inc
Right of First Offer. The reference Seller hereby grants on behalf of itself and any Selling Parties to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options Purchaser a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant (“Right of First Offer”) for a period of one hundred eighty (180) days after the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Closing Date (the “Offer SpaceROFO Period”) in with respect to Other Mining Property. If, at any time during the ROFO Period, a Selling Party (or Selling Parties) decides to sell or lease any or all of the Other Mining Property to an “ASunrelated third party, such Selling Party (or Selling Parties) shall give written notice thereof to Purchaser specifying the following: (i) the notice address for such Selling Party (or Selling Parties); (ii) year-IS” conditionto-date financial statements (if available); (iii) most recent year-end financial statements (if available); (iv) subject facility or property and mining data; and (v) whether such offer shall be in writing Selling Party (or Selling Parties) seeks a sale or a lease of such Other Mining Property and specify the any particular minimum or required terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises as determined by MIG’s Board of Directors (the “Offer Selling Party ROFO Notice”). Sublandlord Within fourteen (14) days after Purchaser’s receipt of the Selling Party ROFO Notice, Purchaser shall use good faith deliver written notice to the applicable Selling Party (or Selling Parties) in determining accordance with the rent amount for Selling Party ROFO Notice exercising Purchaser’s Right of First Offer with respect to the subject Other Mining Property and agreeing to purchase or lease the subject Other Mining Property on substantially similar terms to those contained in this Agreement (the “Offer”), but with business terms provided that would be acceptable to Purchaser. If Purchaser timely delivers the Offer, then Selling Party (or Selling Parties) shall review the Offer Space. The Offer Notice shall be substantially similar and decide whether or not to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to sell or lease the entire Offer Space Other Mining Property on the terms set forth contained in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant of its receipt of the Offer Noticeand shall deliver such decision, in writing, to Purchaser during such ten (10) day period. If Subtenant timely elects Should the applicable Selling Party (or Selling Parties) decide to lease the Offer Spaceaccept Purchaser’s Offer, then Sublandlord Selling Party (or Selling Parties) and Subtenant Purchaser shall execute an amendment in good faith enter into a purchase agreement (or lease agreement) on terms reasonably similar to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms those set forth in this Agreement and the Offer, but modified for such sale or lease, as the case may be. Should (1) Purchaser fail to timely deliver its Offer, or (2) the applicable Selling Party (or Selling Parties) reject or decline such Offer, then Purchaser’s Right of First Offer only with respect to such subject Other Mining Property under this Section 18.02 shall be deemed null and void, and Seller Party (or Selling Parties) shall be free to sell or lease such Other Mining Property to an unrelated third party within one hundred twenty (120) days after the expiration of the fourteen (14) day period (if Purchaser fails to timely deliver the Offer) or the ten (10) day period (if Purchaser timely delivers the Offer Notice andand Seller Party (or Seller Parties) reject or decline such Offer), as the case may be and prescribed herein, and upon terms substantially similar to Purchaser’s Offer, but in no event shall the extent not inconsistent with purchase price (or lease rental) be less than the Offer Notice termsamount set forth in Purchaser’s Offer, if given. Should the one hundred twenty (120) day period pass without such sale or lease occurring, the terms of this Sublease; howeverRight of First Offer shall continue in full force and effect as to the subject Other Mining Property, Subtenant and the applicable Selling Party (or Selling Parties), if it desires to sell or lease such Other Mining Property during the ROFO Period, shall accept again comply with all the Offer Space in an “AS-IS” conditionterms of this Section 18.02. Notwithstanding In addition to the foregoing, if before Sublandlordduring the fourteen (14) day period after Purchaser’s delivery to Subtenant receipt of the Offer Selling Party ROFO Notice, Sublandlord has received an offer to lease all or part starting with the date of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess receipt of the Offer SpaceSelling Party ROFO Notice, Subtenant must exercise the applicable Selling Party (or Selling Parties) shall permit Purchaser and its rights hereunderagents reasonable access during business hours to the subject Other Mining Property from time to time for the purpose of inspecting, if at allstudying, as to all measuring and otherwise analyzing the same. Any sale or lease of the space contained Other Mining Property in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being violation of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event Agreement shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, null and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasevoid.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Mawson Infrastructure Group Inc.)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal Company shall not sell (or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent allow to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises sold) any EOP Project (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as or any of the date the Offer Space is related Project Entity's interests therein) to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party for a price (a “Third Party Offer”the "THIRD PARTY PRICE") and such Third Party Offer includes space in excess of that is less than the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails Project Price (or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof related Project Entity's interests in such Project, that portion of the Project Price that would be attributable to the such interests) or on any other material terms more favorable to the purchaser, taken as a whole, than the Sale Terms (it being understood that each disregarding the right of Subtenant’s five Wilsxx xx receive OP Units) unless Wilsxx xxxst delivers a new Pricing Notice specifying the Third Party Price as the Project Price and amending the Sale Terms to provide the same terms as for the proposed third party sale (the "MORE FAVORABLE TERMS"). EOP shall then have all rights of first offer hereunder is a one-time right only set forth in this SECTION 11 with respect to each Offer Space)such New Pricing Notice, and Sublandlord may lease all or a portion including the right to deliver an Exercise Notice within the new Response Period, but the length of the Offer Space Response Period shall be 30 days; provided, however, that if the Company has entered into an otherwise binding contract to third parties sell an EOP Project at the Third Party Price on such terms as Sublandlord may elect. Subtenant may not exercise the More Favorable Terms with a binding closing date (the "THIRD PARTY CLOSING DATE") then if EOP delivers an Exercise Notice, the Closing of EOP's purchase shall be a date specified by EOP in its rights under this Section 5 if a default exists or Subtenant is not then occupying discretion, but no later than the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all later of (i) the date 30 days after the expiration of the Offer Space but such notice provides for an expansion, right of first refusalResponse Period, or other preferential right to lease some of (ii) the remaining portion of the Offer SpaceThird Party Closing Date, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5provided that, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of More Favorable Terms provided for a closing date after the Premises (or any portion thereof) first business day that is terminatedone year after Project Completion, and (b) Subtenant assigns any of its interest in this Sublease Third Party Closing Date is on or sublets any portion after the first business day that is one year after Project Completion, then at Wilsxx'x xxxe election, the closing shall not occur until the first business day that is one year after Project Completion. If EOP does not deliver such an Exercise Notice, Wilsxx xxxl be entitled to complete the third party sale of the Premises, or (c) less than two full calendar years remain Project for an all cash price at the price and on the terms specified in the initial Term of New Pricing Notice delivered under this SECTION 11.7 within the Subleasetime specified in SECTION 11.6.
Appears in 1 contract
Samples: Operating Agreement (Equity Office Properties Trust)
Right of First Offer. The reference to “Suite 350” Provided this Sublease is hereby deleted from Exhibit D attached to then in full force and effect and Subtenant is in full compliance with the terms and conditions of this Sublease, and there is no further sublease of any portion of the Subleased Premises or assignment of any of Subtenant's interest in the Sublease. Subject to then-existing renewal or expansion options , Subtenant shall have a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer on the Master Premises, on the following terms and conditions: Sublandlord, or Sublandlord's agent, shall give notice to Subtenant of Sublandlord's desire to lease the remaining portion of the Master Premises or any portion thereof ("Remaining Space") to a third-party. Sublandlord, or its agent, shall furnish to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet a copy of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms any sublease proposals sent to prospective subtenants for the Offer Space, including the rent to be paid for the Offer Remaining Space and the date on which the Offer Space shall be included in the Premises (the “Offer "Sublandlord's Notice”"). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Sublandlord's Notice shall be substantially similar a copy of the sublease proposal containing the basic deal terms, however, any information identifying the prospective subtenant will be redacted. Subtenant shall have five (5) business days after Sublandlord's Notice to respond as to whether or not Subtenant desires to lease such Remaining Space on the same terms as set forth in Sublandlord's Notice. If Subtenant elects not to lease the Remaining Space or fails to respond within the five (5) business day period, the Subtenant shall have no further right to lease the Remaining Space unless Sublandlord does not lease the Remaining Space to such prospective subtenant(s). The Rent for the Remaining space shall commence on the earlier to occur of (i) the commencement date contained in Sublandlord's Notice or (ii) the date the Subtenant first occupies the Remaining Space. Except as expressly set forth to the Offer Notice attached contrary herein, all other terms and conditions of this Lease shall apply to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Remaining Space, and from and after the date Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Remaining Space, then Sublandlord the Remaining Space shall be and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is be deemed to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or a part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Subleased Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.
Appears in 1 contract
Samples: Sublease (Optio Software Inc)
Right of First Offer. The reference Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to “Suite 350” be occupied by Tenant hereunder, (i) the Lease is hereby deleted from Exhibit D attached in full force and effect, (ii) Tenant is not then in material default under the Lease after applicable notice and cure periods have expired, Tenant shall have the right, upon the conditions, and subject to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsterms, and provided no default by Subtenant existsset forth herein, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant additional office space which may be available for leasing (as hereinafter defined) at the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Project (the “Offer Space”) in an ). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “AS-IS” condition; Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such offer shall be in writing and specify the terms for lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to be paid for lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice of Tenant’s desire to lease such Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Tenant’s Response Notice”). Sublandlord Time shall use good faith in determining be of the rent amount essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord occasion identified in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the such Landlord’s Offer Notice, within . Within ten (10) days after Sublandlord delivers of Landlord’s receipt of Tenant’s written notice, Landlord shall deliver to Subtenant Tenant written notice confirming receipt of Tenant’s notice with respect to such Offer Space. If, pursuant to the Offer Tenant’s Response Notice. If Subtenant timely , Tenant elects to lease the Offer Space, then Sublandlord and Subtenant in such event, Landlord and Tenant shall execute enter into an amendment to this SubleaseLease, effective as within thirty (30) days following the date of the date Tenant’s Response Notice for the lease of such Offer Space. This amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space is to be included in incorporated into the Premises, on Premises and the terms Base Rent (which shall be at the rate set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before SublandlordLandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess Tenant’s Proportionate Share shall be modified to reflect the inclusion of the Offer Space. In addition, Subtenant must exercise its rights hereunder, if at all, as Tenant’s options to all renew the Term of this Lease shall apply to the Offer Space. If Landlord is unable to give possession of any Offer Space to Tenant because of the space contained holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in the Third Party Offer. If Subtenant fails or is unable timely no event shall Tenant be obligated to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of Lease which pertains to the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining subject portion of the Offer Space. As used herein, then such remaining portion of the Offer Space term “available for leasing” shall thereafter mean office space which is under development by Landlord at the Project and is or is reasonably expected to be excluded from the provisions of this Subleaseavailable for leasing to tenants. In no event will Landlord provide an Offer Notice earlier than eight (8) months prior to the expected date of delivery of the certificate of occupancy for any Offer Space, except that in the case of a newly developed building at the Project which constitutes the Offer Space, in no event will Landlord provide an Offer Notice earlier than twenty-four (24) months prior to the expected date of the certificate of occupancy for such Offer Space. If Tenant fails to lease the Offer Space and Landlord leases such Offer Space to another tenant(s), such space shall Sublandlord be obligated “available for leasing” if such space (i) has or is reasonably expected to pay a commission with respect to any space leased by Subtenant under this Section 5become vacant, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereofii) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseis reasonably expected to be available for leasing to tenants.
Appears in 1 contract
Samples: Office Lease (Under Armour, Inc.)
Right of First Offer. The reference Provided that Tenant shall have previously committed to “Suite 350” is hereby deleted from Exhibit D attached lease the entire fourth floor of the Building, Tenant shall have a continuing right of first offer with regard to space in the Building which may become available for lease ("First Offer Space"). Tenant's rights under this Paragraph 10 shall be subordinate to the Subleaseright of Landlord to extend or renew the leases of other tenants in the Building. Subject to then-existing renewal or expansion options of other subtenantsthe foregoing, and provided no default by Subtenant exists, Sublandlord shall, before offering Landlord shall offer Tenant the same to any party (other than the then-current subtenant or occupant therein), first offer opportunity to lease First Offer Space prior to Subtenant offering such space to another party by submitting to Tenant in writing a description of the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space First Offer Space (the “"RFO Notice") no earlier than seventeen (17) months prior to the date such First Offer Space”, if comprising an entire floor or more, will be vacant and no earlier than twelve (12) in months prior to the date that such First Offer Space, if comprising less than an “AS-IS” condition; such offer entire floor, will be vacant. The RFO Notice shall be in writing and specify include the market terms for upon which Landlord is willing to lease the First Offer Space, including the rent lease term, rental rate, leasehold improvements and any other concessions. Tenant shall thereafter have twenty-one (21) days within which to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects exercise its option to lease the entire First Offer Space on upon the terms set forth contained in the Offer Notice, RFO Notice or upon such market terms mutually agreed to by Landlord and Tenant within ten (10) days after Sublandlord delivers to Subtenant the Offer Noticesuch 21-day period. If Subtenant timely elects Tenant rejects the First Offer Space or does not exercise its option to lease the First Offer SpaceSpace within such 21-day period, then Sublandlord and Subtenant Tenant shall execute an amendment have no further rights with respect to such First Offer Space thereafter, provided that Landlord shall re-offer such First Offer Space to Tenant pursuant to this Sublease, effective as of the date the Offer Space is paragraph prior to be included in the Premises, on the terms set forth in the Offer Notice and, offering it to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess on terms the net present value of which is less than 90% of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all net present value of the space contained in the Third Party Offerterms upon which such First Offer Space was offered to Tenant. If Subtenant fails or is unable timely to exercise its As a condition of Tenant's right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Spaceunder this Paragraph 10 ("this RFO"), and Sublandlord may Tenant agrees that if another tenant having not more than 10,000 rsf in the Building makes its lease all extension or a portion of the renewal conditional upon an expansion into First Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right that Tenant wishes to lease some of the remaining portion of the Offer Spacepursuant to this Paragraph 10, then such remaining portion of the Offer Space then, at Landlord's request, Tenant shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect lease the premises then occupied by such other tenant in addition to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseleasing such First Offer Space.
Appears in 1 contract
Samples: Lease (Amcol International Corp)
Right of First Offer. The reference to “Suite 350” Provided Tenant is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsnot then in Default hereunder, and provided no default by Subtenant exists, Sublandlord shall, before offering further that Tenant is occupying the same entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Permitted Transfer of this Lease to any party (other than the then-current subtenant or occupant thereinan Affiliate as described in Section 9.2 hereof), first offer Landlord hereby grants Tenant a one-time right (“First Right”) to lease to Subtenant lease, during the space shown on Exhibit Ainitial 84-month Term of this Lease, containing approximately 4,205 11,193 rentable square feet of office space known as Suite No. 100 in the Building and shown on Exhibit A-1 hereto (“First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Term unless and until Tenant exercises its extension option set forth in Section 2 of this Exhibit G. It is understood, however, that Xxxxxx’s First Right is expressly conditioned upon (a) the prior delivery by Tenant of written notice to Landlord in good faith of Xxxxxx’s need for additional space (the “Offer Space Requirement Notice”), which Space Requirement Notice shall be valid for a period of 6 months only (after which time period, Tenant must deliver an additional Space Requirement Notice to Landlord), and (b) Landlord, at the time Landlord receives such Space Requirement Notice, not then being in agreement with a third party to lease such First Right Space. If, at any time after the Commencement Date and following delivery of a Space Requirement Notice and while this First Right is in effect, Landlord desires to lease the First Right Space, or any portion thereof, to any third party, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. It is understood that should Landlord intend to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the following provisions. Within 3 business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the space specified in Landlord’s notice (the “Designated Space”) in an “AS-IS” condition; upon such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space Economic Terms and the date on which the Offer Space shall be included same non-Economic Terms as set forth in the Premises this Lease; (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects ii) refuse to lease the entire Offer Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Xxxxxx’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space on upon any terms it deems appropriate; or (iii) refuse to lease the terms Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Xxxxxx does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Offer Notice, within ten (10) days after Sublandlord delivers Designated Space to Subtenant the Offer Noticeany third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. If Subtenant timely elects Should Landlord so elect to lease the Offer SpaceDesignated Space to Tenant, then Sublandlord Landlord shall promptly prepare and Subtenant shall execute deliver to Tenant an amendment to this SubleaseLease consistent with the foregoing, effective as of and Tenant shall execute and return same to Landlord within 10 days. Tenant’s failure to timely return the date amendment shall entitle Landlord to specifically enforce Tenant’s commitment to lease the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice andDesignated Space, to the extent not inconsistent with the Offer Notice termslease such space to a third party, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditionand/or to pursue any other available legal remedy. Notwithstanding the foregoing, if before Sublandlordit is understood that Xxxxxx’s delivery First Right shall be subject to Subtenant of the Offer Notice, Sublandlord has received an offer any extension or expansion rights previously granted by Landlord to lease all or part of the Offer Space from a any third party (a “Third Party Offer”) and such Third Party Offer includes space tenant in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at allBuilding, as well as to all of any such rights which may hereafter be granted by Landlord to any third party tenant occupying the space contained in the Third Party Offer. If Subtenant fails First Right Space or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space)any portion thereof, and Sublandlord may lease all or a Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the Offer First Right Space to third parties on such terms as Sublandlord may electthe then-current occupant thereof. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTenant’s rights under this Section 5 shall terminate if be personal to the original Tenant named in this Lease and may not be assigned or transferred (a) the Sublease except in connection with a Permitted Transfer of this Lease to an Affiliate as described in Section 9.2 hereof). Any other attempted assignment or Subtenant’s right to possession transfer shall be void and of no force or effect. Time is specifically made of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any essence of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.Section. EXHIBIT H
Appears in 1 contract
Samples: Capstone Dental Pubco, Inc.
Right of First Offer. The reference Landlord hereby grants to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options Tenant a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing for approximately 4,205 8,000 rentable square feet of office space on the northwest wing of the second floor of Building 5 (the “Offer SpaceBuilding 5 Additional Premises”) in an “AS-IS” condition; such offer shall be at the rate of $11.00 per square foot per annum on a triple net basis from lease commencement until December 31, 2010. If, during the term of this Lease, the Building 5 Additional Premises becomes available, Landlord will notify Tenant in writing of such availability, together with a copy of the floor plan of the available space and specify Tenant shall have the terms option to lease such Building 5 Additional Premises from the Landlord for the Offer Spaceremainder of the Term of this Lease upon the same terms as the Lease, as amended, including the rent to be paid for the Offer Space and the date on which the Offer Space any Extension Term or Terms. Tenant shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within have ten (10) days after Sublandlord receipt of such notice of the availability of the Building 5 Additional Premises to exercise such option by giving written notice to the Landlord. If the Tenant does not commit to take the space within that time, this right of first offer shall automatically be terminated. The commencement date for such Building 5 Additional Premises shall be the date on which Landlord delivers to Subtenant Tenant the Offer NoticeBuilding 5 Additional Premises in a vacant broom clean manner, which date shall be no later than forty-five (45) days after Landlord’s notice of availability, nor earlier than thirty (30) days after Landlord’s notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant The parties shall execute enter into an amendment to this Sublease, effective as document the inclusion of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or Building 5 Additional Premises as part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Leased Premises. For purposes hereof, if an Offer Notice is delivered for less than all During any Landlord occupancy of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in 8,000 rentable square feet of office space on the initial Term northwest wing of the Subleasesecond floor of Building 5 the right of first offer shall not be applicable to such occupied space. If Landlord thereafter vacates such space, the right of first offer shall thereafter be applicable to the previously occupied space.
Appears in 1 contract
Samples: Lease (Vion Pharmaceuticals Inc)
Right of First Offer. The reference In the event Landlord desires to “Suite 350” is hereby deleted from Exhibit D attached to sell its fee estate in the Sublease. Subject to then-existing renewal or expansion options of other subtenants, entire Premise and provided that Tenant that no default Event of Default has occurred under this Lease that has not been cured by Subtenant existsTenant, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), Tenant shall have a right of first offer to lease purchase the Premises ("Right of First Offer"). The Right of First Offer shall operate in the following manner: (i) Landlord shall provide written notice to Subtenant Tenant that Landlord desires to sell its fee estate in the space shown on Exhibit Aentire Premises, containing approximately 4,205 rentable square feet of space (which notice shall include the “Offer Space”) in an “AS-IS” condition; such price and other material terms applicable to Landlord's offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in sell the Premises (the “Offer Notice”"Notice of Offer"). Sublandlord ; (ii) Tenant shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar have fifteen (15) days to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing Landlord whether Subtenant Tenant elects to lease purchase the entire Offer Space on Premises under the exact terms contained in the Notice of Offer, and Tenant's failure to respond during such fifteen (15) period constitutes Tenant's waiver of its Right of First Offer; and (iii) if Tenant has waived its Right of First Offer, then Landlord may offer to sell the Premises to third parties provided that the terms offered to third parties are not materially different from those contained in the Notice of Offer and the selling price is no less than eighty-five percent (85%) of the price contained in the Notice of Offer. If Landlord offers the Premises to third parties and the terms are materially different from those contained in the Notice of Offer or the selling price is less than eighty-five percent (85%) of the price contained in the Notice of Offer, then Landlord must repeat the Right of First Offer procedure outlined above. In the event Tenant elects to purchase the Premises in accordance with the terms of the Notice of Offer, the purchase price as set forth in the Notice of Offer Noticeshall be paid by Tenant to Landlord in cash, within ten thirty (1030) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as Tenant's acceptance of the date the Notice of Offer Space is to be included terms. Further, in the Premisesevent that Tenant has waived its Right of First Offer and upon Landlord's request, on the terms set forth in the Offer Notice and, Tenant shall provide within five (5) days of Landlord's request a written statement to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) Landlord and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to any third parties on such terms as Sublandlord may elect. Subtenant may not exercise designated by Landlord that Tenant waived its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all Right of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseFirst Offer.
Appears in 1 contract
Samples: Lease (Blue Rhino Corp)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to Commencing on the Sublease. Subject to thenEffective Date, Tenant shall have an on-existing renewal or expansion options going right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer (the “ROFO”) to lease to Subtenant all or any portion of the space shown on Exhibit Abuilding located at 0000 Xxxxxx Xxxxx, containing approximately 4,205 rentable Palo Alto, California, which consists of 96,025 square feet of space Rentable Area (the “Offer SpaceROFO Premises”) in an “AS-IS” condition; such offer ). In the event Landlord intends to market all or any portion of the ROFO Premises for lease to a third party other than a Landlord affiliate (e.g., schools or departments of Landlord, its subsidiaries and other affiliates), Landlord shall be in writing and specify the terms for the Offer Space, including the rent provide written notice thereof to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises Tenant (the “Offer Notice”), which shall describe the portion of the ROFO Premises being offered for lease, the parking spaces available to the ROFO Premises, and the terms and conditions of such lease. Sublandlord shall use good faith in determining the rent amount for Within ten (10) Business Days following its receipt of the Offer Space. The Offer Notice Notice, Tenant shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord advise Landlord in writing whether Subtenant elects Tenant desires to lease the entire Offer Space ROFO Premises (based on the space that is being offered by Landlord) on the terms and conditions set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, the ROFO shall be void if before Sublandlordan Event of Default by Tenant exists at the time Landlord would otherwise be required to issue the Offer Notice, or at the time the lease of the ROFO Premises would otherwise take effect. If Tenant fails to notify Landlord of Tenant’s delivery election within said ten (10) Business Day period, then Tenant shall be deemed to Subtenant have elected not to lease the ROFO Premises and the ROFO shall have no further force or effect unless and until Landlord later elects to market the ROFO Premises for lease to a third party. In such event, Landlord shall have the right to lease the ROFO Premises on terms and conditions to be determined by Landlord in its sole discretion, and Landlord shall also have the right to extend or renew such lease at the end of its term whether or not the lease provides an extension or renewal term. If Tenant elects to exercise the ROFO, Landlord and Tenant shall enter into an amendment to this Lease for the ROFO Premises, subject to modification only to reflect the terms of the Offer Notice, Sublandlord has received an offer to lease all or part . The term of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess lease of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as ROFO Premises shall be coterminous with the Term of this Lease. The ROFO shall be personal to all the original Tenant named in this Lease and to any Permitted Transferee of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseoriginal Tenant.
Appears in 1 contract
Right of First Offer. The reference At such time and from time to “Suite 350” is hereby deleted from Exhibit D attached time, should Landlord desire to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included sell Landlord’s Interest in the Premises, on or any larger tract of land of which the terms set forth in the Offer Notice and, Premises may be a part (“Landlord’s Interest”) to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party unaffiliated with Landlord, Landlord shall give Tenant written notice of such desire. Within thirty (a “Third Party Offer”30) and days of Tenant’s receipt of such Third Party Offer includes space in excess of the Offer Spacenotice, Subtenant must exercise its rights hereunderTenant, if at allTenant desires to purchase Landlord’s Interest, as shall give Landlord notice of its intention to all of purchase Landlord’s Interest and the space contained in price and other material economic terms and conditions on which it offers to make such purchase. In the Third Party Offer. If Subtenant fails event Tenant does not provide Landlord with such offer within said thirty (30) day period, Landlord may thereafter sell Landlord’s Interest to such persons or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), entities and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord Landlord may elect. Subtenant may not exercise choose in its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but sole and absolute discretion and after any such notice provides for an expansion, sale such right of first refusaloffer shall not apply to any subsequent sales. In the event that Tenant timely provides to Landlord its offer to purchase Landlord’s Interest, Landlord will have an option to either sell Landlord’s Interest to Tenant on the terms and conditions set forth in Tenant’s notice (such option to be exercised by notice to Tenant within one year after the giving of Tenant’s notice) or to sell the Premises to a third party for a price not less than 95% of the price (taking into account such other material economic terms and conditions and Tenant’s obligations to pay the Tenant Closing Costs), or other preferential right to lease some not sell Landlord’s Interest until such time as Landlord again gives notice to Tenant under this subsection 28.14. If Landlord shall notify Tenant within such one year period that it has sold the Premises at a price which is not less than 95% of the remaining portion price set forth in Landlord’s offering notice (but no such sale shall be made at a price less than 95% of the Offer Spacesame price offered by Tenant without first sending Tenant a new notice as to the changed price and any such changed terms and conditions, then such remaining portion in which event Tenant shall have a further period in which to elect to purchase at the new price or on the changed terms and conditions, as aforesaid, said further period to be thirty (30) days), all rights of the Offer Space Tenant under this subsection 28.14 shall thereafter be excluded from the provisions deemed void and of this Subleaseno further force and effect. In addition, if a sale to a third party is not effected by Landlord within the aforesaid one year period, and Tenant does not at such time elect to purchase the Premises at the price and other material economic terms on which Tenant made its original offer, the rights of Tenant under this subsection 28.14 shall also be deemed void and of no event further force and effect. Notwithstanding anything in this subsection 28.14 to the contrary, this subsection 28.14 shall Sublandlord be obligated not apply to pay a commission with respect transfer of Landlord’s Interest: (i) to any space leased by Subtenant under this Section 5entity or person which is related to, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, throughaffiliated with, or under common or shared control with Landlord or any person or entity which owns or controls any portion of Landlord’s Interest in the indemnifying partyPremises, or with any constituent partner or member of either of the foregoing, (ii) to or from an intermediary in connection with Landlord’s effectuation of an exchange involving the Premises pursuant to and including, without limitation, applicable case law or Section 1031 of the Internal Revenue Code, as amended, or (iii) made pursuant to a mortgage or deed of trust covering the Premises which does not involve a transfer, sale or other conveyance of fee title to the Premises. SubtenantNotwithstanding anything to the contrary contained herein, Tenant’s rights under this Section 5 28.14 are and shall terminate if remain unconditionally subordinate and junior to any deed of trust or security instrument encumbering Landlord’s interest in the Premises by Landlord in favor of Landlord’s Lender (adefined in Section 13.7) and any transfer or sale of Landlord’s interest in the Sublease or Subtenant’s right Premises to possession Tenant shall be subject to the terms of the Premises Lender’s Documents (defined in Section 28.25) pertaining to any such transfer or any portion thereof) is terminated, (b) Subtenant assigns any sale of its the Landlord’s interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.
Appears in 1 contract
Right of First Offer. The reference If subsequent to “Suite 350” is hereby deleted from Exhibit D attached full execution of this Lease, Landlord desires to sell the Building and/or, if Tenant has exercised the expansion Option, the Expansion Building, Landlord shall notify Tenant in writing of such intent to sell (the "Offer Notice"); provided however, Landlord shall not be required to provide Tenant with the Offer Notice with respect to the Sublease. Subject to then-existing renewal Building or expansion options Expansion Building if Landlord has previously terminated this Lease with respect to, or recaptured, all or any portion of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than Premises or the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Expansion Space, including respectively. Tenant's right to receive the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall further be substantially similar effective only if Tenant is not in Default under this Lease, nor has any event occurred which with the giving of notice or the passage of time, or both, would constitute a Default hereunder. In the event Tenant desires to purchase the Offer Notice attached to Building and/or the Sublease as Exhibit E. Subtenant Expansion Building, Tenant shall notify Sublandlord Landlord in writing whether Subtenant elects of its election to lease purchase the entire Offer Space on Building and/or the terms set forth in Expansion Building (the "Election Notice") within thirty (30) days following Tenant's receipt of the Offer Notice. In the event Tenant timely delivers the Election Notice to Landlord, within ten the parties shall thereafter execute a purchase and sale agreement (10the "Purchase and Sale Agreement") reasonably acceptable to both Landlord and Tenant with the purchase price of the building and/or the Expansion Building equal to the quotient of the Net Operating Income (as defined below) of the building and/or the Expansion Building divided by nine one hundredths (.09) and with a closing to be held on or before the date that is one hundred and eighty (180) days after Sublandlord delivers to Subtenant delivery of the Offer Notice. If Subtenant timely elects Tenant fails to deliver an Election Notice within the 30-day time period, or if Tenant has not executed the Purchase and Sale Agreement within thirty (30) days after the date of Landlord's receipt of the Election Notice, Tenant's right to purchase the Building and/or the Expansion Building hereunder shall automatically terminate and be of no further force and effect with respect to Landlord or any subsequent purchaser and Landlord shall thereafter have the right to sell the Building and/or the Expansion Building at anytime to any third party. Tenant hereby expressly acknowledges and agrees that time is of the essence of purposes of the Election Notice and that Tenant's failure to deliver such Election Notice as specified herein will relieve Landlord of any obligation under this Paragraph. As used herein, Net Operating Income shall mean the Base rent due under the lease with respect to the Building or the Expansion Building, as applicable, for the (12) full calendar months following the Offer SpaceNotice. Notwithstanding anything in this Paragraph to the contrary, then Sublandlord this Paragraph shall be inapplicable to, and Subtenant Landlord shall execute have no obligation to provide an amendment Offer notice to this Sublease, effective Tenant in connection with any sale or proposed sale of the Building and/or the Expansion Building to any Person (as defined below) who is the owner of at least a fifty-one percent (51%) legal or beneficial interest and holder of a controlling interest in Landlord as of the date the Offer Space is to be included of this Lease or at anytime in the Premisesfuture. As used herein "Person" shall mean any natural person, on the terms set forth in the Offer Notice andcorporation, to the extent not inconsistent with the Offer Notice termsfirm, the terms of this Sublease; howeverassociation or other entity, Subtenant shall accept the Offer Space whether acting in an “AS-IS” conditionindividual, fiduciary or other capacity. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its Tenant's rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but Paragraph 51 shall survive Landlord's transfer to such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleasePerson.
Appears in 1 contract
Samples: Lease Agreement (Corgentech Inc)
Right of First Offer. The reference So long as no Event of Default then exists under this Lease, Tenant will have an ongoing first right (“First Right”) to “Suite 350” be offered by Landlord the opportunity to lease all space in the Building which is hereby deleted from Exhibit D attached contiguous to the Sublease. Subject Premises (including contiguous floors); provided, however, in the event that contiguous space is not available in the Building then the First Right shall apply to thenthe next closest non-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering contiguous space within the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Building (the “Offer First Right Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar First Right is subject to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms and conditions set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Noticethis Section. If Subtenant timely elects to lease at any time after the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer Commencement Date Landlord intends to lease all or any part of the Offer First Right Space which becomes Available for Lease (as defined herein), then Landlord will first notify Tenant that such First Right Space is available for lease (the “Available Space”). If Tenant exercises its First Right and, as a result, is leasing an entire floor of the Building, then Tenant’s ongoing First Right shall apply to the next contiguous space in the Building. Tenant must notify Landlord in writing within twenty (20) days of receiving Landlord’s notice whether Tenant desires to lease the Available Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must Landlord. Tenant may only exercise its rights hereunder, if at all, as First Right with respect to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely Available Space; provided, however, if Tenant does not elect to exercise its right hereunder, then such right shall lapse, time being lease all of the essence with respect Available Space (thereby rejecting Landlord’s offer) and Landlord subsequently intends to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Available Space but such notice provides for an expansionto a third party, right then Tenant’s First Right shall again apply with respect to said portion of the Available Space (which portion shall then be deemed to be the “Available Space” hereunder) and Landlord must first refusal, or other preferential offer to Tenant the right to lease some of such space pursuant to this Section 27(d). If Tenant notifies Landlord that Tenant does not desire to lease the remaining portion of the Offer Available Space, or if Tenant does not respond in writing to Landlord’s notice within such twenty (20) day period, then Landlord may freely lease the Available Space without restriction. If Tenant notifies Landlord in writing within such remaining portion of twenty (20) day period that Tenant desires to lease the Offer Available Space, the parties will thereafter enter into an amendment to this Lease to add the Available Space shall thereafter be excluded from to the provisions of this Sublease. In no event shall Sublandlord be obligated Premises on the same terms and conditions applicable to pay a commission with respect to any space leased by Subtenant under this Section 5the 7th - 9th Floor Premises, and Subtenant and Sublandlord shall each indemnify the other against all costsit will be delivered in “warm shell” condition, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed as defined in Exhibit D attached hereto. Tenant will be entitled to an improvement allowance calculated by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if multiplying (a) the Sublease or Subtenant’s right to possession $70.00 per rentable square foot of the Premises (or any portion thereof) is terminatedAvailable Space, times (b) Subtenant assigns any the fraction obtained by dividing (i) the number of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain months remaining in the initial Term following the commencement date applicable to the Available Space, by (ii) 153; (2) Landlord will be solely responsible for all costs and expenses associated with the construction, removal or modification of multi-tenant corridors; and (3) balcony space will not be included in the Sublease.rentable square footage of any Available Space. If Landlord and Tenant fail to timely execute such amendment, however, Tenant will nevertheless be obligated to lease the
Appears in 1 contract
Samples: Office Lease Agreement (Cray Inc)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached (A) Subject to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, terms hereof and provided no default by Subtenant existsEvent of Default then remains uncured under the Lease, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in Landlord agrees that it will not sell the Premises (or, if the Premises is Landlord’s sole asset, transfer all of Landlord’s capital stock) during the Lease Term unless it first extends a bona fide offer to sell the Premises to Tenant at a price and on such terms and conditions as Landlord may describe in a written “offer to sell” given to Tenant in the same fashion as notices given pursuant to the provisions of Section 26 of this Lease. Landlord shall, not less than fifteen (15) days prior to Landlord’s general circulation of offering materials for the Premises, deliver to Tenant the offer to sell (“Sale Offer Notice”). Sublandlord Tenant shall use good faith in determining have fifteen days after receipt of the rent amount for the Offer Space. The Sale Offer Notice shall be substantially similar to (i) exercise its right of first offer by agreeing to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the economic terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date purchase and sale and giving Landlord written notice of Tenant’s election to acquire the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an Premises (“AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Sale Election Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely (ii) not to exercise its right hereunder, then such right shall lapse, time being of first offer for the acquisition of the essence with respect to the exercise thereof (premises, it being understood and agreed that each if no notice is received from Tenant during said fifteen day period, Tenant shall be deemed not to have elected to purchase the Premises. Within 30 days after receipt of SubtenantTenant’s five rights Sale Election Notice, Landlord will provide Tenant with an agreement of first offer hereunder is a one-time right only with respect to each Offer Space)purchase and sale, which Landlord and Sublandlord may lease all or a portion Tenant will negotiate and execute within thirty (30) days of Tenant’s delivery of the Sale Election Notice. In the event Tenant fails to execute the agreement of purchase and sale within said thirty (30) day period after giving its Sale Election Notice or in the event Tenant does not deliver the Sale Election Notice, then Landlord shall have the right thereafter to sell the Premises to any third party purchaser free and clear of any rights by Tenant under this Section 43; provided that, before entering into a contract to sell the Premises at a price which is less than ninety-five percent (95%) of the price at which the Premises was offered to Tenant in Landlord’s Sale Offer Space Notice, Landlord shall again offer to third parties on such terms as Sublandlord may elect. Subtenant may not sell the Premises to Tenant in accordance with this Section 43 (in which event Tenant shall exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all 43 by delivery of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some Sale Election Notice within three (3) business days after delivery of the remaining portion of the Sale Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseNotice).
Appears in 1 contract
Samples: Lease Agreement (Gtsi Corp)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached If during the first thirty (30) months of the Initial Lease Term, the 2,478 square foot space immediately adjacent to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, Premises on the seventh floor ("Additional Space") shall become available for lease and provided no that Tenant is not then in default by Subtenant existsof any of its Lease obligations and has not assigned the Lease or sublet the entire Premises, Sublandlord shallTenant shall hare the first right option to lease the Additional Space. When the Additional Space becomes available, before offering or at Landlord's option, up to six (6) months prior to the date that the Additional Space is scheduled to become available, Landlord. Shall first offer in writing to lease such space to Tenant upon the same terms and conditions and at the same rental rate as would be offered by Landlord to any party third parties. If within five (other than the then-current subtenant or occupant therein)5) days after Landlord delivers to Tenant such written offer if, first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be Landlord does not receive notice in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant that Tenant elects to lease all of the entire Offer Additional Space on the terms set forth in the Offer Notice, and within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to thereafter Tenant does not execute a lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as incorporating all of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; Lease, except as said provisions are clearly inapplicable to the Additional Space, then Landlord shall have the right to lease the Additional Space (or any part thereof) to a third party. Provided, however, Subtenant if during the initial term, the Additional Space becomes available after it has been initially leased to a third party, then Tenant's right pursuant to this paragraph shall accept the Offer Space in an “AS-IS” conditioncontinue. Notwithstanding the foregoingAdditionally, if before Sublandlord’s delivery after Landlord has first offered the Additional Space to Subtenant of the Offer Notice, Sublandlord Tenant and Tenant has received an offer refused to lease all or part of the Offer said Additional Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as then Landlord decides to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer said Additional Space to third parties on at a Rental Rate in excess of ten percent (10%) below Landlord's original offer to Tenant, then Landlord must offer said Additional Space to Tenant at this lower rate. Upon Landlord's delivery of such terms as Sublandlord may electwritten offer, Tenant shall have three (3) days to elect to exercise said option by providing Landlord written notice of its intent to lease said Additional Space. Subtenant may If Landlord does not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than receive notice in writing that Tenant elects to lease all of the Offer Additional Space but such notice provides for an expansionand within ten (10) days thereafter Tenant does not execute a lease amendment on the Additional Space, right of first refusal, or other preferential then Landlord shall have the right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Additional Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying third party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.
Appears in 1 contract
Right of First Offer. The reference During the period from Rent Commencement Date -------------------- (Fifth Floor) through the expiration of the Term, provided that an Event of Default shall not be outstanding, the Tenant shall have the right of first offer with respect to “Suite 350” any rentable space in the Building that is hereby deleted from Exhibit D attached not covered by Section 22 of this Lease and is not otherwise subject to the Sublease. Subject to then-existing rights of renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering tenants in the same Building (the "Expansion Space"). The Landlord shall give notice to the Tenant when the Landlord is ready to market any party portion of the Expansion Space (other than the then-current subtenant or occupant therein"Notice"), first offer to lease to Subtenant . The Notice shall set forth the space shown on Exhibit A, containing approximately 4,205 rentable square feet amount of space (to be offered, the “Offer Space”) in an “ASlocation of such space on the third floor and the per-IS” conditionsquare-foot rental rate then being quoted; such offer which terms shall be in writing and specify the terms for the Offer Space, including the rent comparable to be paid for the Offer Space and the date on which the Offer Space shall be included those generally being offered in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount market for the Offer Space. The Offer Notice shall be substantially similar to office space in the Offer Notice attached to Xxxx Valley area. Within ten (10) business days after Tenant's receipt of the Sublease as Exhibit E. Subtenant Notice, the Tenant shall notify Sublandlord the Landlord in writing whether Subtenant elects it desires to lease the entire Offer Expansion Space on the terms offered by the Landlord. If the Tenant elects not to lease the Expansion Space, the Landlord shall be free to lease such space to another tenant or third party. In the event that the Tenant exercises its right of first offer for the Expansion Space, then Landlord shall deliver the Expansion Space to Tenant in "AS-IS" condition within five (5) calendar days after the date of Landlord's receipt of Tenant's notice of exercise ("Expansion Space Commencement Date"). Upon delivery by Landlord to Tenant the Expansion Space shall be deemed to be part of the Premises and to be leased to Tenant on all the same terms and conditions as are set forth in this Lease, except: (I) unless otherwise agreed by the Landlord and the Tenant, per-square-foot rental rate set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant Notice shall be the Offer Notice. If Subtenant timely elects to lease per-square-foot rental rate for the Offer Expansion Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms (ii) The Tenant Improvement Allowance set forth in the Offer Notice andshall be the per-square foot Tenant Improvement Allowance for the Expansion Space, (iii) the term for the Expansion Space shall be the term set forth in the Notice, and (iv) the Tenant's Proportionate Share shall be increased to account for the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant amount of the Offer Notice, Sublandlord has received an offer to lease all or part Expansion Space leased by the Tenant as of the Offer rent commencement date for the Expansion Space. The rent commencement date for the Expansion Space from a third party shall be forty-five (a “Third Party Offer”45) and such Third Party Offer includes space in excess of calendar days after the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party OfferExpansion Space Commencement Date. If Subtenant fails or is unable timely to exercise the Tenant exercises its right hereunder, then such right shall lapse, time being of the essence first offer with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Expansion Space, then such remaining portion of the Offer Space parties promptly shall thereafter be excluded from the provisions of enter into an appropriate amendment to this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease.
Appears in 1 contract
Samples: Office Lease (Creditrust Corp)
Right of First Offer. The reference to “Suite 350” (a) Provided Tenant is hereby deleted from Exhibit D attached not in default under the terms of the Lease, and subject to the Sublease. Subject rights of existing tenants, Landlord hereby grants to then-existing renewal or expansion options Tenant a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer (“ROFO”) to take possession of any space within the fourth (4th) floor of the Building adjacent to the Premises that is or shall become available for direct lease to Subtenant by Landlord during the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Lease Term (the “Offer Expansion Space”). For purposes of the ROFO, Expansion Space will be considered “available for lease” if (1) in an no bona fide written lease agreement exists relative to such Expansion Space or (2) the Expansion Space is due to become vacant because a tenant’s lease has or will expire and tenant has not elected to renew the Lease. Landlord will advise Tenant of Expansion Space that will become “AS-ISavailable for lease” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer ROFO Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice ROFO shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, exercised within ten (10) days after Sublandlord delivers to Subtenant the Offer Tenant’s receipt of a ROFO Notice. If Subtenant timely elects to lease Tenant may exercise the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, ROFO as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant available Expansion Space, provided the ROFO is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered exercised for no less than all of 1,000 RSF. Should Tenant exercise the Offer ROFO, Tenant shall take the Expansion Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under terms and conditions set out in the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of Lease for the Premises, or except the Base Rental Rate per RSF paid by Tenant for such Expansion Space shall be equal to the then-current Base Rental Rate, as provided for in this Amendment, and subject to the same annual Base Rent increases thereafter. Tenant’s Pro Rata Share of Operating Expenses shall be adjusted to include the Expansion Space. Failure by Tenant to exercise its Right of First Offer within ten (c10) less than two full calendar years remain in the initial Term days after receipt of a ROFO Notice shall be deemed a rejection by Tenant of the SubleaseExpansion Space, and this Right of First Offer shall terminate and be of no further force and effect.
Appears in 1 contract
Right of First Offer. The reference Landlord-owned space at 00 Xxxxx xx Xxx Xxxxxxx is currently being leased by Rosies & Posies, which lease is set to expire on September 30, 2014 (“Suite 350” is hereby deleted from Exhibit D attached to Rosies & Posies Lease”). Should the Sublease. Subject to then-existing renewal Rosies & Posies Lease terminate or expansion options of other subtenantsexpire anytime during Tenant’s Initial Term or Option Term, and provided no default by Subtenant existsRosies & Posies or an affiliate thereof does not renew or enter into a new lease for said space, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), then Tenant will have a right of first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space at 00 Xxxxx xx Xxx Xxxxxxx pursuant to his Section 6: Within fourteen (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (1014) days after Sublandlord delivers Landlord’s written notice to Subtenant Tenant of space availability at 00 Xxxxx xx Xxx Xxxxxxx, Xxxxxx shall submit a written offer to Landlord for said space, specifying the Offer Noticerental rate and terms of Tenant’s offer. If Subtenant timely elects Landlord determines in its sole and absolute discretion to accept Tenant’s offer and enters into an agreement to lease 98 Paseo de San Antonio pursuant to the Offer Spaceoffer, then Sublandlord Tenant may, upon thirty (30) days written notice, elect to terminate this Lease, and Subtenant shall execute an amendment relocate its business at its sole cost and expense from the Premises to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition00 Xxxxx xx Xxx Xxxxxxx. Notwithstanding the foregoing, if before SublandlordTenant’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is under this Section may be exercised on a one-time right only with respect to each Offer Space)basis, and Sublandlord may lease all or a portion only if Tenant is not then in default under this Lease. Tenant’s right of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights first offer under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate will automatically expire if (a) Tenant fails to submit a written offer to Landlord within the Sublease or Subtenant’s right to possession of the Premises fourteen (or any portion thereof14) is terminateddays specified herein, (b) Subtenant assigns any of Landlord elects, in its interest in this Sublease or sublets any portion of the Premisessole and absolute discretion, not to accept Tenant’s offer for 98 Paseo de San Antonio, or (c) less than two full calendar years remain Tenant is in default at the initial Term time Tenant attempts to exercise the right of first offer. Upon expiration of the Subleaseright of first offer, Tenant shall have no further rights with respect to 00 Xxxxx xx Xxx Xxxxxxx, and Landlord may lease the same to such other parties and for such rent and on such terms as Landlord may determine in its sole and absolute discretion.
Appears in 1 contract
Samples: Lease
Right of First Offer. The reference to “Suite 350” Provided (i) no Tenant default has occurred and is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantscontinuing hereunder, and provided no default by Subtenant exists(ii) Tenant has not assigned the Lease nor sublet all or any portion of the Revised Premises, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), Tenant shall have a continuing right of first offer to lease to Subtenant the space shown immediately adjacent to the Revised Premises in the Building as more particularly described on Exhibit A, containing approximately 4,205 rentable square feet of space A-2 attached hereto and incorporated herein by reference (the “Offer Expansion Space”) in an “ASat such time as said Expansion Space becomes available for lease during the initial Lease Term; provided, however, Tenant shall have no right to lease any portion of the Expansion Space which is re-IS” condition; leased to existing tenants occupying such offer space. At such time as the Expansion Space initially becomes available for lease and prior to marketing the Expansion Space for lease, Landlord shall be notify Tenant in writing and specify of Landlord’s intention to market the terms for the Offer Space, including the rent to be paid for the Offer Expansion Space and the date on rental rate and terms and conditions of lease which Landlord intends to propose for the Expansion Space (collectively, the “Offer Space Terms”). Tenant shall be included in the Premises have five (5) days after its receipt of such written notice from Landlord (the “Letter of Intent Negotiation Period”) to negotiate, in good faith, the terms and conditions of Tenant’s proposed lease of the Expansion Space based on Landlord’s proposed Offer Notice”)Terms. Sublandlord Landlord shall use good faith in determining not, during the rent amount for the Offer Space. The Offer Notice shall be substantially similar Letter of Intent Negotiation Period, lease, offer to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects lease or agree to lease the entire Offer Expansion Space on to any other party unless Tenant advises Landlord that Tenant is not interested in leasing the Expansion Space. In the event that Tenant and Landlord do not mutually agree upon the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as conditions of Tenant’s proposed Lease of the date Expansion Space during the Offer Letter of Intent Negotiation Period, then, after such period, Landlord may market the Expansion Space is upon such terms and conditions as are reasonably acceptable to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant Landlord and Tenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its have no further rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the Expansion Space until such time as the Expansion Space again becomes available for lease, whereupon Tenant shall again have the option to exercise thereof (it being understood that each of Subtenant’s five rights this right of first offer. In the event Tenant and Landlord agree to the Offer Terms within the Letter of Intent Negotiation Period as hereinabove described, then Tenant and Landlord will negotiate in good faith and with due diligence an agreement for the lease of the Expansion Space. Landlord shall not, during the twenty (20) day period immediately following Tenant’s agreement to the Offer Terms (the “Lease Negotiation Period”), lease, offer hereunder is a one-time right only to lease or agree to lease the Expansion Space to any other party. In the event that Landlord and Tenant are unable in good faith to agree to the terms of such lease within the Lease Negotiation Period, then thereafter Landlord may market the Expansion Space upon such terms and conditions as are reasonably acceptable to Landlord whereupon Tenant shall have no further rights with respect to each Offer Space)the Expansion Space until such time as the Expansion Space again becomes available for lease, and Sublandlord may lease all or a portion of whereupon Tenant shall again have the Offer Space option to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseoffer.
Appears in 1 contract
Samples: Inspire Pharmaceuticals Inc
Right of First Offer. The reference to “Suite 350” Subtenant and Sublandlord hereby acknowledge and agree that the right of first offer set forth in Article 16 of the Original Sublease, Section 5 of the First Amendment, Section 5 of the Second Amendment, and Section 7 and Exhibit D of the Third Amendment is hereby deleted from Exhibit D attached to the Subleaseand has no further force or effect. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant (i) the space commonly known as Suite 150, which space contains approximately 6,284 square feet of space, is located on the first floor of the Building, and is shown on Exhibit AE, containing and (ii) the space commonly known as Suite 200, which space contains approximately 4,205 rentable 33,237 square feet of space space, is located on the second floor of the Building, and is shown on Exhibit E (the each, an “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the lease terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Original Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this the Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable to timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights right of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 8 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 58, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 8 shall terminate if (aif(a) the this Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the this Sublease.
Appears in 1 contract
Samples: Sublease (Synacor, Inc.)
Right of First Offer. The reference So long as Tenant is not in default under this Lease, on the terms and conditions set forth in this Paragraph 46.4, Tenant shall have a right of first offer to “Suite 350” is hereby deleted from Exhibit D attached lease any contiguous space on the first floor lobby level of the Building if and when it becomes available (the "RFO Space"). RFO Space will not be considered available if the tenant occupying the RFO Space agrees with Landlord to the Subleaseextend or renew its lease. Subject Prior to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same leasing RFO Space to any third party (other than a current tenant of the then-current subtenant or occupant thereinRFO Space), Landlord will first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be advise Tenant in writing and specify of the terms for the Offer Space, including the rent to be paid for the Offer amount of available RFO Space and the date on which the Offer available RFO Space will be available for the commencement of tenant improvement work. Tenant shall be included have seven (7) business days after receiving such notice from Landlord to notify Landlord in writing that Tenant desires to expand the Premises (to include all of the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer available RFO Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall If tenant does not timely notify Sublandlord in writing whether Subtenant elects Landlord of Tenant's desire to lease the entire Offer available RFO Space, Landlord shall be free to lease the available RFO Space to any person or entity on whatever terms or conditions Landlord desires. If Tenant timely notifies Landlord of Tenant's desire to lease all the offered RFO Space, Landlord and Tenant (or their representatives) shall promptly commence good faith negotiations regarding the terms and conditions on which this Lease shall be amended to include the available RFO Space. If Landlord and Tenant have not reached agreement in writing on the such terms set forth in the Offer Notice, and conditions within ten thirty (1030) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise Landlord receives Tenant's written notice exercising its rights hereunderunder this Paragraph 46.4, if at allwhich agreement shall be evidenced only by the execution of a written lease amendment setting forth such terms and conditions, as to all unless otherwise agreed in writing by Landlord and Tenant, Tenant's exercise of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence rights under this Paragraph 46.4 with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space)offered RFO Space will expire, and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may Tenant shall not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5lease the RFO Space from Landlord, and Subtenant and Sublandlord Landlord shall each indemnify be free to lease the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises RFO Space (or any portion thereof) is terminated, (bto any person or entity it desires. Tenant's rights under this Section 28(c) Subtenant assigns any of its interest in this Sublease or sublets shall be null and void if Tenant has subleased any portion of the Premises, Premises or (c) less than two full calendar years remain in the initial Term assigned any of the Subleaseits rights under this Lease.
Appears in 1 contract
Right of First Offer. The reference (a) Landlord hereby grants to “Suite 350” is hereby deleted from Exhibit D attached Tenant, on the terms and conditions hereinafter set forth, the continuing right of first offer (the "Right of First Offer") to lease any retail space located in the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering Building (the same to any party (other than the then-current subtenant or occupant therein"Retail Space"), first offer as any such Retail Space shall become available for lease from time to time both before Landlord shall lease it to third parties and after the initial leasing of the Retail Space. Landlord shall deliver to Tenant written notice (the "Retail Space Offer Notice"), upon learning of the upcoming availability of any Retail Space for lease (the "Available Retail Space"), which Retail Space Offer Notice shall set forth the following information with respect to such Available Retail Space: the rentable area, the location, the date of availability and the terms upon which Landlord is willing to lease the Available Retail Space. Tenant shall have the right, within ten (10) business days after receipt of such Retail Space Offer Notice, to Subtenant deliver to Landlord written notice that Tenant either (i) elects to lease the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; Available Retail Space upon such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises Retail Space Offer Notice or (ii) rejects the “Right of First Offer. In the event that Tenant shall have rejected the Right of First Offer or shall fail to timely exercise such Right of First Offer within such ten (10) business days, Tenant shall be deemed to have rejected the Right of First Offer, and Landlord shall be free to lease the Available Retail Space to any other prospective tenant, within a period of nine (9) months from Tenant's receipt of the Retail Space Offer Notice”), on terms not Materially More Favorable (as hereinafter defined) than those offered to Tenant in the Retail Space Offer Notice. Sublandlord In the event that either Landlord desires to enter a lease with a prospective tenant upon terms Materially More Favorable than those set forth in the Retail Space Offer Notice or Landlord does not enter into a binding commitment to lease the Available Retail Space within nine (9) months from Tenant's receipt of the Retail Space Offer Notice, then, prior to leasing the Available Retail Space to any prospective tenant, Landlord shall use good faith in determining deliver to Tenant an updated Retail Space Offer Notice containing the rent amount for terms Landlord is willing to accept from the Offer Space. The prospective tenant, or if there is no prospective tenant, upon such revised terms Landlord would like to propose, and the rights and obligations of Landlord and Tenant with respect to such updated Retail Space Offer Notice shall be substantially similar the same as for the initial Retail Space Offer Notice. (b) In the event that Tenant shall timely exercise the Right of First Offer with respect to any Available Retail Space in accordance with the Offer Notice attached terms hereof, Landlord and Tenant shall execute an amendment to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects this Lease with respect to lease the entire Offer such Available Retail Space on upon the terms set forth in the Retail Space Offer NoticeNotice within fifteen (15) business days of such exercise by Tenant, but the parties' failure so to execute such agreement shall not affect the validity or enforceability of Tenant's exercise. (c) Anything herein to the contrary notwithstanding, Tenant shall have no Right of First Offer with respect to any Available Retail Space in the event that an Event of Default shall have occurred and be continuing under this Lease at the time such Retail Space becomes available for lease. (d) As used herein, "Materially More Favorable" shall mean terms having a Net Present Value (as hereinafter defined) that is less than the Net Present Value of the terms set forth in the Retail Space Offer Notice by ten (10) percent or more. The "Net Present Value" of a proposed lease shall mean the present value (using a discount factor of nine percent (9%) per annum) of the net rental payable under such proposed lease less the present value of all lease concessions granted thereunder (including, without limitation, tenant improvement allowances, lease buy-out payments, move-in allowances and similar concessions other than free rent). (e) Tenant's Right of First Offer with respect to any of the Retail Space is subject to all existing rights of tenants of such Retail Space during the Term of this Lease. So long as Tenant leases all of the office space in the Building under this Lease, in the event that any tenant in any of the Retail Space whose lease contains an option to extend (each, a "Retail Tenant") negotiates an extension of its lease on terms other than those specifically set forth in its option to extend contained in its lease, Landlord shall deliver to Tenant written notice of the terms offered by such Retail Tenant. Tenant shall have the right, within ten (10) business days after Sublandlord delivers receipt of such notice from Landlord, to Subtenant the Offer Notice. If Subtenant timely deliver to Landlord written notice that Tenant elects to lease such Retail Space upon the Offer Spacesame terms offered by the Retail Tenant. If Tenant shall not timely deliver such notice of election, then Sublandlord and Subtenant Landlord shall execute an amendment be free thereafter to this Sublease, effective as of the date the Offer lease such Retail Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditionRetail Tenant. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer38. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.First
Appears in 1 contract
Samples: Schwab Charles Corp
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsSanofi Rights, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to if at any party time any Available Space (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”as defined below) in an the 50 Binney Building becomes available for lease during the Term after its initial occupancy by a third party, Landlord shall give notice of such availability to Tenant promptly thereafter (“AS-IS” condition; such offer First Offer Right”). Landlord shall be set forth in writing and specify reasonable detail a description of the terms for the Offer Space, including the rent to be paid for the Offer Available Space and all of the date on applicable terms and conditions upon which the Offer Available Space shall be included in the Premises is offered to Tenant (the “Offer Notice”). Sublandlord For purposes of this Section 41(a), “Available Space” shall use good faith mean any non-retail space exclusive of Common Area in determining the rent amount for 50 Binney Building which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less (or such longer period designated by Landlord in its sole discretion, but not to exceed 18 months) and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. Tenant shall, within 10 business days following delivery of the Offer Space. The Offer Notice shall be substantially similar Notice, by written notice delivered to Landlord, (i) reject the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects Notice, or (ii) offer to lease the entire Offer Space all of such space from Landlord on the terms set forth in the Offer Notice. If Tenant fails to timely reject the Offer Notice or offer to lease such space from Landlord as set forth above, within ten (10) days after Sublandlord delivers then Tenant shall be deemed to Subtenant have rejected the Offer Notice. If Subtenant Tenant timely elects offers to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective Available Space as of the date the Offer Space is to be included in the Premises, on the terms set forth in clause (ii) above, the Offer Notice and, to Available Space shall be leased by Tenant on the extent not inconsistent with the Offer Notice terms, accepted terms and otherwise on all of the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditionLease. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five The rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights Tenant under this Section 5 if a default exists or Subtenant is not then occupying 41 are expressly subject and subordinate to the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all rights of the Offer Space but such notice provides for an expansion, right tenant under a lease of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain premises in the initial Term of the Sublease50 Binney Building between Landlord and Sanofi US Services Inc. (“Sanofi Rights”).
Appears in 1 contract
Samples: Lease Agreement (2seventy Bio, Inc.)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Subject to the Sublease. Subject to then-existing renewal or expansion options terms and conditions of other subtenantsthis Section 32, and provided no default subject to the expansion provisions contained in the original leases executed by Subtenant existsLandlord as part of Landlord’s initial lease-up of the Building, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer Tenant shall have a "Right of First Offer" to lease to Subtenant any space in the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Building (the “Offer ROFO Space”) in an “AS-IS” condition; such offer for a term which shall be coterminous with the Term then in writing and specify effect provided that if the terms for ROFO Space is offered within the Offer Spacelast two (2) years of the term, including Tenant shall exercise its option to renew simultaneously with the rent to be paid for exercise of the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”)Right of First Offer. Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer In such event, if Tenant withdraws its Tenant Renewal Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in Section 4(E) hereof such that the Offer Noticeoption to renew is cancelled, Tenant will automatically be deemed to have waived its rights with respect to the ROFO Space. Landlord will notify Tenant of its plans to market any portion of the ROFO Space for lease to any unrelated third party. Landlord's notice shall specify the size and location of the ROFO Space that it plans to market, Landlord’s estimate of the Fair Market Rental Value (as defined in Section 4E) for such ROFO Space, the date of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. Tenant will notify Landlord within ten (10) business days after Sublandlord delivers of Landlord's notice if Tenant wishes to Subtenant lease such ROFO Space from Landlord on the Offer Noticeterms and conditions so specified and otherwise on substantially the same terms and conditions as contained in this Lease. If Subtenant timely elects Tenant notifies Landlord that it wishes to lease the Offer ROFO Space, then Sublandlord Landlord and Subtenant Tenant shall execute an amendment to this Sublease, effective as of Lease incorporating the date ROFO Space into the Offer Space is to be included in the Premises, on Premises upon the terms set forth contained in the Offer Notice andLandlord's notice within ten (10) business days. If Tenant fails to notify Landlord within said ten (10) business day period that Tenant intends to lease such ROFO Space, Tenant shall be deemed to have waived its rights with respect to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant ROFO Space and Landlord shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer be entitled to lease all or part any portion of such ROFO Space to any third party or parties at a net effective rental rate no less than ninety-five percent (95%) of the Offer Space from a third party (a “Third Party Offer”) rental offered to Tenant, and such Third Party Offer includes space otherwise on substantially the same terms as contained in excess Landlord’s notice to Tenant. Upon the expiration or earlier termination of the Offer Space, Subtenant must exercise its rights hereunderterm (including extension terms, if at allany) of any lease for any portion of the ROFO Space entered into by Landlord pursuant to the immediately prior sentence, as and the surrender of possession of the ROFO Space to Landlord, Tenant shall again have a Right of First Offer to lease such ROFO Space subject to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being other terms and conditions of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.32
Appears in 1 contract
Right of First Offer. The reference Sublandlord grants to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options Subtenant a right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease sublease that portion of the sixth (6th) floor of the Building adjacent to Subtenant the space Premises and leased to Sublandlord under the Master Lease and shown on in attached Exhibit A, containing approximately 4,205 rentable square feet of space B-1 (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify for a term expiring on the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”)Expiration Date. Sublandlord shall use good faith in determining the rent amount for currently occupies the Offer Space. The Offer Notice shall be substantially similar If Sublandlord should elect to vacate and offer the Offer Notice attached Space for sublet, subject to Master Landlord’s exercise of its recapture rights under the Sublease as Exhibit E. Master Lease, Sublandlord shall notify Subtenant of the terms under which Sublandlord intends to offer all or any portion the Offer Space for sublease. Provided Subtenant is not then in material default or breach of this Sublease, Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within have ten business (10) days after Sublandlord delivers from receipt of Sublandlord’s notification in which to Subtenant notify Sublandlord, in writing, of its election to sublease the portion of the Offer NoticeSpace that is the subject of Sublandlord’s notice upon the terms and conditions contained in Sublandlord’s notice and for a term expiring on the Expiration Date. If Subtenant timely elects accepts Sublandlord’s offer, this Sublease shall be amended to lease incorporate the Offer SpaceSpace that is the subject of Sublandlord’s notice under the terms and conditions contained in said Sublandlord’s notice for a term expiring on the Expiration Date. Such amendment shall be subject to the approval of the Master Landlord as provided in the Master Lease. Should Subtenant reject or fail to timely respond to Sublandlord’s notice, then Sublandlord and Subtenant shall execute an or should Master Landlord reject the proposed amendment to this Sublease, effective Subtenant’s Right of First Offer as granted by this Section shall be extinguished with respect to the portion of the date Offer Space which was the subject of Sublandlord’s notice. The foregoing notwithstanding, Sublandlord shall provide Subtenant with a second notice of offer in the event the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, separately subleased to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party subtenant at a Base Rent (a “Third Party Offer”adjusted for any abated rent) and such Third Party Offer includes space in excess of which is more than ten percent (10%) less than the Offer Space, Base Rent (adjusted for any abated rent) offered to Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offerinitial Offer Notice. If Subtenant fails or is unable timely shall have ten business (10) days from receipt of Sublandlord’s notification to exercise its accept such terms as set forth above, and thereafter Subtenant’s Right of First Offer shall forever be extinguished. Nothing in this Section shall restrict Sublandlord’s right hereunder, then such right shall lapse, time being of the essence to enter into a termination agreement with Master Landlord to terminate Sublandlord’s obligations with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event Master Lease; nor shall Sublandlord be obligated to pay a commission with respect offer to sublease the Offer Space in the event of any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions such agreement which substantially reduces or other compensation claimed by any broker or agent claiming the same by, through, or eliminates Sublandlord’s obligations under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseMaster Lease.
Appears in 1 contract
Right of First Offer. The reference Before entering into a lease with anyone else during the term hereof respecting any previously leased space in the Building, Landlord shall notify Tenant of the availability of such space for rent. Provided Tenant gives written notice of its desire to “Suite 350” lease such space within fifteen (15) business days after receipt of said notice from Landlord, Tenant shall be considered to have exercised the right of First offer and to have agreed to accept the additional space for a lease term that is hereby deleted from Exhibit D attached co-terminus with the Lease Term hereunder, as such may be extended as provided herein, at the same rental rate as is then in effect for the original Demised Premises, with an improvement allowance to fit-out the additional space in an amount reduced proportionally according to the Subleaseremainder of the Lease Term. Subject Landlord's notice may not be given more than six (6) months prior to then-existing the date as of which said space will become available for rent. If Tenant fails to respond to said notice within said fifteen (15) business days period, or, after giving written notice of its exercise of its right, if Landlord and Tenant do not enter into a lease for such space within said thirty (30) day period, Tenant's rights under this Article 26 shall be deemed to have been waived and Landlord shall be free (without any further obligation to Tenant) to lease the space to any other party upon any terms and without any further obligation to Tenant, whether or not the terms of such lease are more or less favorable that those offered to Tenant. Tenant's right to exercise this right of first offer is subordinate, however, to any expansion or renewal or expansion options granted from time to time in leases to other tenants in the Building. This right of other subtenantsfirst offer for additional space shall be terminated during any period in which Tenant is in Default under any provisions of this Lease until said Default has been cured, provided, however, that if an Event of Default by Tenant exists, Landlord shall still give notice to Tenant as provided herein, and provided no default by Subtenant existsfurther, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; that if Tenant shall cure such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, Default within ten (10) days after Sublandlord delivers of Landlord's notice, Tenant's rights under this Article 26 shall remain in full force and effect. The period of time within which this right of first offer may be exercised shall not be extended or enlarged by reason of Tenant's inability to Subtenant exercise such rights because of the Offer Noticeforegoing provision. Time is of the essence. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant Tenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time in any instance when such right only with respect may arise, in writing, prior to each Offer Space), and Sublandlord may lease all or a portion the expiration of the Offer Space to third parties on applicable time period for the exercise of such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying right, Tenant's right in the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space instance in question shall thereafter be excluded from the provisions deemed null and void and of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions further force or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleaseeffect.
Appears in 1 contract
Samples: Agreement of Lease (Emtec Inc/Nj)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsIf, and provided no default by Subtenant existsat any time before December 31, Sublandlord shall2023, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer Landlord decides to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Suite #206 (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Spaceto any third party, including the rent then Landlord shall, prior to be paid for offering the Offer Space and for lease to third parties, give Tenant written notice of its intention to lease (the date on “Lease Notice”), which Lease Notice shall include the key business terms upon which Landlord intends to offer the Offer Space to third parties. Tenant shall be included in have the Premises option (the “Offer NoticeLease Option”). Sublandlord shall use good faith in determining the rent amount , for the Offer Space. The Offer Notice shall be substantially similar to a period of ten (10) days after its receipt of the Offer Notice attached (the “Election Period”), to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects elect to lease the entire Offer Space on upon the terms set forth in the Offer Notice, . Such election shall be made by written notice given by Tenant to Landlord (the “Exercise Notice”) within ten (10) days after Sublandlord delivers to Subtenant the Offer NoticeElection Period. If Subtenant Tenant timely so elects to lease the Offer Space, then Sublandlord and Subtenant then, within fifteen (15) days after Tenant’s delivery of the Exercise Notice (the “Execution Period”), Tenant shall execute an enter into a lease agreement or amendment to this Sublease, effective as Lease with Landlord providing for the lease of the date the Offer Space is to be included in the Premises, on upon the terms set forth in the Offer Lease Notice and, to the extent and such other terms and conditions not inconsistent with the Offer terms set forth in the Lease Notice terms, the terms of this Subleaseas Landlord and Tenant shall mutually agree; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoingprovided that, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part expiration date of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained stated in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunderLease Notice is: (a) earlier than the Expiration Date, then such right shall lapse, time being the expiration date of the essence with respect to the exercise thereof (it being understood that each of SubtenantTenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from extended to the provisions Expiration Date; or (b) later than the Expiration Date, then the Expiration Date shall be extended to the expiration date of Tenant’s lease of the Offer Space; in either case, so that the expiration of Tenant’s lease of the Offer Space and this SubleaseLease shall be co-terminous. In no event shall Sublandlord be obligated If: (a) Tenant does not deliver the Exercise Notice to pay Landlord within the Election Period; or (b) Tenant timely delivers the Exercise Notice to Landlord within the Election Period but fails to enter into a commission lease agreement or amendment with respect to Landlord within the Execution Period for any space leased by Subtenant under this Section 5reason other than Landlord-caused delays; then, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by in any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if such case: (a) the Sublease or Subtenant’s right to possession Lease Option shall terminate and be of the Premises (or any portion thereof) is terminated, no further force and effect; and (b) Subtenant assigns Landlord may lease the Property to any of its interest third party upon any terms and conditions. Notwithstanding anything to the contrary stated in this Sublease or sublets Paragraph, if, at any portion time after Landlord’s delivery of the Premises, or (c) less than two full calendar years remain in Lease Notice and prior to the initial Term expiration of the SubleaseExecution Period, if any, Tenant shall be in default under this Lease, then: (a) the Lease Option shall immediately terminate and be of no further force and effect; and (b) Landlord may lease the Offer Space to any third party upon any terms and conditions.
Appears in 1 contract
Samples: Office Lease
Right of First Offer. The reference If a Tenant in Common (a "Selling Tenant") desires to “Suite 350” is hereby deleted from Exhibit D attached to sell its Interest or any portion thereof, then such Selling Tenant shall first allow the Sublease. Subject to then-existing renewal Company or expansion options of other subtenantsits affiliates or assigns, and provided no default by Subtenant exists, Sublandlord shall, before offering second the same to any party (Tenants in Common other than the then-current subtenant or occupant therein), first Selling Tenant (each an "Offeror" and collectively the "Offerors") to make an offer to lease purchase the Selling Tenant's Interest pursuant to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms conditions set forth in this Section; provided, however, no right of first offer will be required with respect to (i) sales by Behringer of undivided Interests in the Offer Project pursuant to the Offering Memorandum, or (ii) transfers from Behringer or the Company to their affiliates. If a Selling Tenant desires to sell its Interest, such Selling Tenant shall provide written notice (the "First Refusal Notice") of its intent to sell its Interest to each Offeror. The Company or its affiliates or its assigns shall first have the right, within ten fifteen (1015) days after Sublandlord delivers receipt of the First Refusal Notice pursuant to Subtenant Section 10.8, to deliver a written offer to the Offer NoticeSelling Tenant to purchase the Selling Tenant's entire Interest. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute Selling Tenant does not accept an amendment to this Sublease, effective as offer from the Company or its affiliates or assigns within fifteen (15) days after receipt of the date First Refusal Notice pursuant to Section 10.8 then each Tenant in Common other than the Offer Space is to be included in Selling Tenant shall have the Premises, on right within the terms set forth in next fifteen (15) days after the Offer Notice andend of the first fifteen (15) day period, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received deliver an offer to lease all the Selling Tenant to purchase the Selling Tenant's Interest for a price that is greater than the price offered by the Company or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space its affiliates or assigns. Each Tenant in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as Common shall be entitled to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or purchase a portion of the Offer Space Selling Tenant's Interest in proportion to third parties their undivided Interest in the Project. If any Tenant in Common elects not to purchase such Tenant in Common's share of the Selling Tenant's Interest, then the other Tenants in Common shall be entitled to purchase additional portions of the Selling Tenant's Interests based on such terms as Sublandlord may electtheir Interest in the Project. Subtenant may If the Selling Tenant accepts any offer pursuant to the preceding three sentences, it must also accept all other offers at a purchase price at or above the offers it accepts. If the Selling Tenant does not exercise accept the offers for the sale of the Selling Tenant's entire Interest from either the Company or its rights under affiliates or assigns or the Tenants in Common other than the Selling Tenant for any portion of the Selling Tenant's Interest, then the Selling Tenant shall be free to sell its Interest (or remaining Interest) in the Project to a purchaser other than an Offeror; provided that the sale of the Selling Tenant's Interest to a purchaser (other than an Offeror) is (a) for a price greater than any purchase price offered by an Offeror and not accepted by the Selling Tenant pursuant to this Section 5 if a default exists 7.2, (b) in compliance with the terms of any Loan, and (c) completed within 120 days of such Selling Tenant's refusal of the last offer from either the Company or Subtenant its affiliates or assigns or the Tenants in Common other than the Selling Tenant. If such sale is not then occupying completed within such 120 day period, the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, Selling Tenant must again provide each Offeror with its right of first refusal, or other preferential right offer granted hereunder if it wishes to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (sell its Interest or any portion thereof. Any offer provided hereunder by the Company or its affiliates or assigns or a Tenant in Common and any acceptance of such an offer shall be irrevocable and may be enforced through an action for specific performance without the necessity of posting bond. The closing of any such offer shall occur not later than ninety (90) is terminated, (b) Subtenant assigns any days after the date of its interest in this Sublease or sublets any portion acceptance at the offices of the PremisesCompany. The provisions of this Section shall not apply to the sale of any Tenant in Common's Interest if the process for purchase of such Interest has begun under any other provision of this Agreement, including under Section 7.3, 7.4, 8.1 or (c) less than two full calendar years remain in the initial Term of the Sublease9, and this Section may not be invoked after any such process is begun unless and until that process is abandoned.
Appears in 1 contract
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to a. If at any time during the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party Term (other than during the thenlast eighteen [18] months of the Term, unless same has been previously extended pursuant to this Lease) any space that becomes available on any of the High Rise Floors (as defined in Paragraph 55 above) for leasing to third parties (and which is not subject to the rights as of the date of this Lease of existing tenants in the Building as described below or any Pre-current subtenant or occupant thereinExisting Rights [as defined below]) (any such space is hereinafter referred to as the "First Offer Space"), first offer to lease to Subtenant the space shown on Exhibit Athen Landlord shall so notify Tenant, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer which notice shall be in writing and specify the terms for the location and size of such First Offer Space, including the rent to be paid for commencement date of the lease of such First Offer Space (the "First Offer Commencement Date") (which date shall be not earlier than thirty (30) days after said notice) and the date on which the Market Rent for such First Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar based upon a term equal to the balance of the Term as of the applicable First Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within Commencement Date. Within ten (10) days after Sublandlord delivers Tenant's receipt of such notice, Tenant shall give written notice to Subtenant the Offer Notice. If Subtenant timely elects Landlord as to whether or not it desires to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the such First Offer Space is with any such lease of any such First Offer Space to be included in the Premises, on either solely upon the terms set forth in said Landlord's notice or that Tenant desires to lease such space but on terms other than as set forth in Landlord's notice. In the Offer Notice and, event Tenant advises Landlord that Tenant desires to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the lease such First Offer Space on terms which differ from that of Landlord's notice, during a period of no more than ten (10) days from Tenant's notice, Landlord and Tenant shall negotiate in good faith in an “AS-IS” conditionattempt to reach mutually acceptable terms for any such First Offer Space. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer If Tenant does not desire to lease all or part of the such First Offer Space from a third party or Tenant fails to deliver such written notice to Landlord within such ten (a “Third Party Offer”10) and day period, Landlord shall have the right to lease such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the First Offer Space to any third parties on party free and clear of any rights of Tenant in such terms as Sublandlord space, which leasing may elect. Subtenant may not exercise its rights under this Section 5 if a default exists include an expansion right or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, offer or other preferential right similar opportunity to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the PremisesFirst Offer Space not actually leased to such party (but which was offered to Tenant as the First Offer Space) (any such rights are herein referred to as "Pre-Existing Rights"). If Landlord does not lease the First Offer Space to any third party within twelve (12) months following Tenant's receipt of Landlord's initial notice that any such First Offer space is available, or (c) less than two full calendar years remain in the initial Term lease to any third party terminates, such space shall again become subject to the rights of Tenant under this Paragraph 60. Tenant's right to add any First Offer Space to the SubleasePremises shall be subject to the condition that no default which remains uncured shall exist under this Lease at the time of Tenant's notice to Landlord or on the First Offer Commencement Date.
Appears in 1 contract
Right of First Offer. The reference If Landlord decides to “Suite 350” is hereby deleted from Exhibit D attached to sell all of the Sublease. Subject to then-existing renewal or expansion options of other subtenantsLeased Premises, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), then Landlord shall first offer to lease sell the Leased Premises to Subtenant the space shown on Exhibit ATenant, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify pursuant to the terms for of this Section 18.12. Tenant will have the Offer Space, including right to purchase the rent Leased Premises at the price and terms listed in Landlord's offer to be paid for sell the Offer Space and the date on which the Offer Space shall be included in the Leased Premises (the “Offer Notice”"Landlord's Offer"). Sublandlord Tenant shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within have ten (10) days after Sublandlord delivers from the receipt of Landlord's Offer to Subtenant the Offer Noticeaccept such offer. If Subtenant timely elects Tenant accepts Landlord's Offer, Tenant shall have sixty days from the receipt of Landlord's Offer to lease complete the purchase of the Leased Premises. If Tenant does not accept Landlord's Offer Spacewithin the said ten (10) day period, or fails to complete the purchase of the Leased Premises within the said sixty (60) day period, Landlord's Offer or the right to purchase as described above shall terminate and Landlord shall be free to sell the Leased Premises to anyone, on terms no less favorable than those in Landlord's Offer, without any obligation to provide Tenant with a further right of first offer to purchase the Leased Premises, for a period of twelve (12) months. If the Landlord shall not have sold the Leased Premises within such twelve (12) month period, then Sublandlord Landlord shall not have the right to sell the Leased Premises after such date, unless Landlord complies with the terms and Subtenant obligations just described in this section. The rights and obligations just described apply only to the originally named Tenant, unless Landlord, in its sole discretion, agrees otherwise in writing. All rights of Tenant under the provisions of this section shall execute an amendment to this Sublease, effective as terminate and be of no further force or effect if during the term of the date Lease, Tenant defaults under any of the Offer Space is to be included provisions of the Lease, unless Landlord, in the Premises, on the terms set forth its sole discretion agrees otherwise in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditionwriting. Notwithstanding the foregoing, if before Sublandlord’s delivery Landlord shall be able to Subtenant of transfer the Offer Notice, Sublandlord has received an offer Leased Premises to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.the
Appears in 1 contract
Samples: Terremark Worldwide Inc
Right of First Offer. The reference At such time and from time to “Suite 350” is hereby deleted from Exhibit D attached time, should Landlord desire to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included sell Landlord’s Interest in the Premises, on or any larger tract of land of which the terms set forth in the Offer Notice and, Premises may be a part (“Landlord’s Interest”) to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party unaffiliated with Landlord, Landlord shall give Tenant written notice of such desire. Within thirty (a “Third Party Offer”30) and days of Tenant’s receipt of such Third Party Offer includes space in excess of the Offer Spacenotice, Subtenant must exercise its rights hereunderTenant, if at allTenant desires to purchase Landlord’s Interest, as shall give Landlord notice of its intention to all of purchase Landlord’s Interest and the space contained in price and other material economic terms and conditions on which it offers to make such purchase. In the Third Party Offer. If Subtenant fails event Tenant does not provide Landlord with such offer within said thirty (30) day period, Landlord may thereafter sell Landlord’s Interest to such persons or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), entities and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord Landlord may elect. Subtenant may not exercise choose in its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but sole and absolute discretion and after any such notice provides for an expansion, sale such right of first refusaloffer shall not apply to any subsequent sales. In the event that Tenant timely provides to Landlord its offer to purchase Landlord’s Interest, Landlord will have an option to either sell Landlord’s Interest to Tenant on the terms and conditions set forth in Tenant’s notice (such option to be exercised by notice to Tenant within one year after the giving of Tenant’s notice) or to sell the Premises to a third party for a price not less than 95% of the price (taking into account such other material economic terms and conditions and Tenant’s obligations to pay the Tenant Closing Costs), or other preferential right to lease some not sell Landlord’s Interest until such time as Landlord again gives notice to Tenant under this subsection 28.14. If Landlord shall notify Tenant within such one year period that it has sold the Premises at a price which is not less than 95% of the remaining portion price set forth in Landlord’s offering notice (but no such sale shall be made at a price less than 95% of the Offer Spacesame price offered by Tenant without first sending Tenant a new notice as to the changed price and any such changed terms and conditions, then such remaining portion in which event Tenant shall have a further period in which to elect to purchase at the new price or on the changed terms and conditions, as aforesaid, said further period to be thirty (30) days), all rights of the Offer Space Tenant under this subsection 28.14 shall thereafter be excluded from the provisions deemed void and of this Subleaseno further force and effect. In addition, if a sale to a third party is not effected by Landlord within the aforesaid one year period, and Tenant does not at such time elect to purchase the Premises at the price and other material economic terms on which Tenant made its original offer, the rights of Tenant under this subsection 28.14 shall also be deemed void and of no event further force and effect. Notwithstanding anything in this subsection 28.14 to the contrary, this subsection 28.14 shall Sublandlord be obligated not apply to pay a commission with respect transfer of Landlord’s Interest: (i) to any space leased by Subtenant under this Section 5entity or person which is related to, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, throughaffiliated with, or under common or shared control with Landlord or any person or entity which owns or controls any portion of Landlord’s Interest in the indemnifying partyPremises, or with any constituent partner or member of either of the foregoing, or (ii) to or from an intermediary in connection with Landlord’s effectuation of an exchange involving the Premises pursuant to and including, without limitation, applicable case law or Section 1031 of the Internal Revenue Code, as amended, or (iii) made pursuant to a mortgage or deed of trust covering the Premises which does not involve a transfer, sale or other conveyance of fee title to the Premises. SubtenantNotwithstanding anything to the contrary contained herein, Tenant’s rights under this Section 5 28.14 are and shall terminate if remain unconditionally subordinate and junior to any deed of trust or security instrument encumbering Landlord’s interest in the Premises by Landlord in favor of Landlord’s Lender (adefined in Section 13.7) and any transfer or sale of Landlord’s interest in the Sublease or Subtenant’s right Premises to possession Tenant shall be subject to the terms of the Premises Lender’s Documents (defined in Section 28.23) pertaining to any such transfer or any portion thereof) is terminated, (b) Subtenant assigns any sale of its the Landlord’s interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.
Appears in 1 contract
Samples: Palace Entertainment Holdings, Inc.
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Tenant shall have a right of first offer on all, but not a portion of, the space on the third floor in the Building (the "THIRD FLOOR SPACE"), subject to the Subleasefollowing terms and conditions. Subject In the event the Third Floor Space becomes available, Landlord shall give written notice thereof to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering Tenant (the same to any party (other than the then-current subtenant or occupant therein"OFFERING NOTICE"), first offer to lease to Subtenant which notice shall set forth the space shown on Exhibit A, containing approximately 4,205 available rentable square feet of space (footage, rental rate and such other material terms and conditions upon which Landlord shall lease the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Third Floor Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects If Tenant desires to lease the entire Offer Third Floor Space upon the terms and conditions set forth in the Offering Notice, it shall so notify Landlord in writing within thirty (30) days of the Offering Notice and shall also indicate to Landlord whether Tenant wishes to substitute the Third Floor Space for that portion of the Premises consisting of approximately 7,893 rentable square feet (the "SECOND FLOOR SPACE") or to lease the Third Floor Space in addition to the existing Premises. If Tenant exercises its rights under this Section 2.1.3 in a timely manner and notifies Landlord that it wishes to lease the Third Floor Space in addition to the existing Premises, Landlord and Tenant shall execute an amendment to this Lease, reflecting the addition of the Third Floor Space to the Premises on the terms set forth in the Offering Notice. Prior to the exercise by Tenant of such option, the expression "PREMISES" shall mean the Premises shown on EXHIBIT B hereto, and after the exercise by Tenant of such option, the expression "PREMISES" shall mean the existing Premises as expanded by the Third Floor Space. If Tenant exercises its rights under this Section 2.1.3 in a timely manner and notifies Landlord that it wishes to lease the Third Floor Space but terminate its rights with respect to the Second Floor Space, Landlord and Tenant shall execute an amendment to this Lease, reflecting the substitution of the Third Floor Space for the Second Floor Space on the terms set forth in the Offer NoticeOffering Notice and Tenant shall pay to Landlord, within as Additional Rent, upon the execution of such amendment the unamortized transactional costs associated with the Second Floor Space (including without limitation, the Tenant Allowance, the Additional Tenant Improvements Costs and any leasing commissions), assuming an interest rate of ten percent (10) days after Sublandlord delivers to Subtenant the Offer Notice%). If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.Prior
Appears in 1 contract
Samples: Lease (Unisphere Solutions Inc)
Right of First Offer. The reference If Tenant has not been in default beyond any applicable notice or cure periods in any of its obligations under this Lease more than once per year during the Lease Term, and Tenant is not in default of its obligations under this Lease beyond any applicable notice and cure periods at the time of Tenant's exercise, during the original Term, Tenant shall have the one-time Right of First Offer ("ROFO") to “Suite 350” lease any space that is hereby deleted from Exhibit D attached located on the fifth (5th) floor (the "ROFO Space") when it becomes available, subject to the Subleaseprior rights of tenants existing as of the date of this Lease. Subject When Landlord is notified that space will be available, prior to then-existing renewal or expansion options marketing the space for lease. Landlord shall notify Tenant in writing of the size, location, Landlord's reasonable determination of the annual fair market rental (the "AFMR") for recent leases of comparable office space in the Development, taking into consideration the additional rent then being charged to other subtenantstenants in the Development and other relevant factors, date of availability, length of term and provided other material business terms. Tenant shall then have ten (10) business days to exercise its ROFO, during which, if requested by Tenant, Landlord agrees to meet with Tenant to discuss in good faith any modifications to the AFMR that Tenant may request, provided, that, Landlord shall have no default by Subtenant exists, Sublandlord shall, before offering the same obligation whatsoever to agree to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be modifications pursuant thereto. If Tenant does not notify Landlord in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant that it elects to lease the entire Offer ROFO Space on within the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to business day period, then Landlord thereafter may lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment ROFO Space to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) without any further notice to or right of Tenant and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party OfferROFO shall terminate. If Subtenant fails or is unable timely Tenant exercises its ROFO within such 10-day period. Landlord and Tenant shall enter into a Lease Amendment stating the Basic Rent and Base Year as determined by the AFMR (as it may have been modified pursuant to discussions between Landlord and Tenant during the 10-business day exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Spaceperiod), the Tenant's Pro Rata Share adjusted to reflect the additional rentable square feet, and Sublandlord may lease all or a portion of otherwise, Tenant shall let the Offer ROFO Space to third parties on such the same terms and conditions as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereofLease, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from except that the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession 4 of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease shall not apply.
Appears in 1 contract
Right of First Offer. The reference Provided Tenant is not then in Default hereunder, Landlord hereby grants Tenant the continuing right (“First Right”) to “Suite 350” is hereby deleted from Exhibit D attached lease, during the initial 96 month Term of this Lease, available office space equal to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other greater than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 5,000 rentable square feet of the Buildings (i.e., 0000 XxxXxxxxx Xxxxx and 0000 XxxXxxxxx Xxxxx) and shown on Exhibit A-1 hereto (“First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 36 months of the Term unless and until Tenant exercises its extension option set forth in Paragraph 3 of this Exhibit G above. It is understood, however, that Tenant’s First Right is expressly conditioned upon the prior delivery by Tenant of written notice to Landlord in good faith of Tenant’s need for additional space (the “Offer Space Requirement Notice”) specifying the desired square footage. Within 7 business days of Landlord’s receipt of Tenant’s Space Requirement Notice and while this First Right is in effect, Landlord shall provide Tenant a written list of available spaces in the Buildings that meet or exceed the specified size criteria provided by Tenant (“Landlord’s Reply”); it being understood, however, in no event shall Landlord be required to break a full floor into a multi-tenant floor and it being further understood that should Landlord have a bona fide third party offer for any space at the time Landlord receives the Space Requirement Notice then such space(s) shall be excluded from the list of available suites provided by Landlord. For purposes herein, a bona fide third party offer shall consist of a draft of the proposed lease that has been or is the process of being, prepared a presented to a potential tenant. Landlord’s Reply shall contain the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. It is understood that should Landlord intend to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the following provisions. Within 7 business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in an “AS-IS” conditionthis Lease; (ii) refuse to lease the Designated Space, specifying that such offer refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) require that the rental rate for the Designated Space be determined by appraisal. In the event that Tenant does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. Within twenty (20) days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the fair market rental. If the parties are unable to agree in that time, then each party shall designate an appraiser within twenty (20) days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the fair rental value. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than five (5) years experience in the valuation of commercial office buildings in Orange County, California. Within ten (10) days following the selection of the appraiser, Landlord and Tenant shall each submit in writing and specify to the terms appraiser its determination of the rental rate for the Offer SpaceDesignated Space (respectively, including the rent to be paid for the Offer Space “Landlord’s Determination” and the date on which the Offer Space shall be included in the Premises (the “Offer NoticeTenant’s Determination”). Sublandlord Should either party fail timely to submit its rental determination, then the determination of the other party shall use good faith in determining be conclusive and binding on the rent amount parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that ten (10) day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within fifteen (15) days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects the fair market rental rate for the Offer Designated Space. The Offer Notice Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be substantially similar selected by the appraiser as the fair market rental rate for the Designated Space. In determining such value, the appraiser shall consider rental comparables for new and renewal transactions in the Building and the Comparable Buildings involving similarly improved space, with appropriate adjustments for differences in location, floor height within the Building and views from the Designated Space and quality of project and quality of the Designated Space. In no event shall the appraiser lower the determination of the fair market rental rate to reflect brokerage commissions or moving allowances that do not actually reduce the rental sums paid by a tenant. At any time before the decision of the appraiser is rendered, either party may, by written notice to the Offer Notice attached to other party, accept the Sublease rental terms submitted by the other party, in which event such terms shall be deemed adopted as Exhibit E. Subtenant the agreed fair market rental. The fees of the appraiser(s) shall notify Sublandlord be borne entirely by the party whose determination of the fair market rental rate was not accepted by the appraiser. In the event that Tenant does not so respond in writing whether Subtenant elects to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. Any notice given by Tenant pursuant to either clause (i) or clause (iii) above shall be accompanied by Tenant’s certified financial statements for the two most recent twelve month periods, inclusive of Tenant’s most current balance sheet; should such statements reveal that Tenant’s net worth has materially decreased since the execution of this Lease, then Landlord shall have no obligation to lease the entire Offer Designated Space on to Tenant and may instead lease same to a third party. In the terms event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Offer NoticeDesignated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within ten (10) days after Sublandlord delivers business days. Tenant’s failure to Subtenant timely return the Offer Notice. If Subtenant timely elects amendment shall entitle Landlord to specifically enforce Tenant’s commitment to lease the Offer Designated Space, then Sublandlord and Subtenant shall execute an amendment to this Subleaselease such space to a third party, effective as of the date the Offer Space is and/or to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” conditionpursue any other available legal remedy. Notwithstanding the foregoing, if before Sublandlordit is understood that Tenant’s delivery First Right shall be subject to Subtenant of the Offer Notice, Sublandlord has received an offer any extension or expansion rights previously granted by Landlord to lease all or part of the Offer Space from a any third party (a “Third Party Offer”) and such Third Party Offer includes space tenant in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at allBuilding, as well as to all of any such rights which may hereafter be granted by Landlord to any third party tenant now or hereafter occupying the space contained in the Third Party Offer. If Subtenant fails First Right Space or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space)any portion thereof, and Sublandlord may lease all or a Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the Offer First Right Space to third parties on such terms as Sublandlord may electthe then-current occupant thereof. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. SubtenantTenant’s rights under this Section 5 shall terminate if be personal to the original Tenant named in this Lease and may not be assigned or transferred (aexcept in connection with an assignment of this Lease following a Permitted Transfer as described in Section 9.1(e) hereof). Any other attempted assignment or transfer shall be void and of no force or effect. Notwithstanding anything contained in this Lease to the Sublease or Subtenant’s right contrary, the preceding provisions of this Section 4 of Exhibit G shall apply to possession the 12th floor of 0000 XxxXxxxxx Xxxxx and such 12th floor space shall be part of the Premises (First Right Space and Tenant’s continuing First Right. However, instead of Tenant delivering to Landlord a Space Requirement Notice, prior to leasing the 12th floor space, or any portion thereof) , to any other party during the period that this First Right is terminated, (b) Subtenant assigns any in effect and after determining that the existing tenant in the 12th floor space will not extend or renew the term of its interest lease, Landlord shall instead be required to provide Tenant with written notification in this Sublease or sublets the event any portion of the Premises, or (c) less than two full calendar years remain 12th floor becomes available to lease. Tenant and Landlord shall negotiate in good faith to reach agreement on terms and conditions applicable to the initial Term of the Subleaseexpansion.
Appears in 1 contract
Samples: Lease (Clean Energy Fuels Corp.)
Right of First Offer. The reference Landlord and Tenant acknowledge that the Expansion Premises is currently leased to ACT Fulfillment LLC and All Cartage Transportation, Inc. (such tenants, collectively are hereinafter referred to as “Suite 350ACT” is hereby deleted from Exhibit D attached and its lease as the “ACT Lease”). Commencing on the date hereof and expiring on April 4, 2010, Landlord grants to Tenant a one (1) time right of first offer (“ROFO”) to lease all (but not less than all) of the Expansion Premises if the same becomes available prior to April 4, 2010. Landlord shall not lease the Expansion Premises to any other party unless and until Landlord shall have first offered to lease the Expansion Premises to Tenant pursuant to the Subleaseterms of this Paragraph. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first Landlord shall offer to lease the Expansion Premises to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Tenant by a written notice (the “Offer SpaceROFO Offer”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, Tenant within ten (10) business days after Sublandlord delivers to Subtenant the Offer NoticeExpansion Premises becomes available. If Subtenant timely elects Tenant desires to lease the Offer SpaceExpansion Premises prior to April 4, then Sublandlord and Subtenant 2010, Tenant shall execute an amendment to this Sublease, effective as give Landlord a written notice of such election (“ROFO Acceptance”) within ten (10) business days of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party ROFO Offer. If Subtenant fails or is unable timely to exercise its right hereunderTenant does not deliver an ROFO Acceptance within such ten (10) business day period, then such right Tenant shall lapse, time being of the essence have no further rights with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect Expansion Premises prior to each Offer Space)April 4, 2010, and Sublandlord Landlord may then or thereafter lease all or a portion any part of the Offer Space Expansion Premises to third any party or parties on such terms as Sublandlord Landlord may elect, subject to Tenant’s rights in and to the Expansion Premises pursuant to Paragraph 3 hereof. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if If Tenant delivers an Offer Notice is delivered for less than all ROFO Acceptance within ten (10) business days of the Offer Space but such notice provides for an expansionROFO Offer, right of first refusal, or other preferential right the Expansion Premises shall be added to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay and become a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession part of the Premises as of the tenth (10th) business day following the delivery of the ROFO Acceptance, upon and subject to all the same terms as are applicable to the original Premises, except that until April 4, 2010 the rent payable for such Expansion Premises shall be the same as the “Rent” (as defined in the ACT Lease) which ACT would have been paying under the ACT Lease had ACT continued to occupy the Expansion Premises pursuant to ACT’s Lease, and (ii) delivery of the Expansion Premises shall not be deemed accomplished by Landlord until Landlord’s removal of the demising wall, or provision of access through the demising wall, to allow access between the original Building Premises to the Expansion Premises. The Rent payable by Tenant for the Expansion Premises prior to April 4, 2010, as aforesaid, shall be in addition to any portion thereof) is terminatedother Rent due under the Lease. From and after April 4, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of 2010, the rent payable for the Premises, or (c) less than two full calendar years remain including the Expansion Premises, shall be as set forth in the initial Term of the SubleaseLease, as amended hereby.
Appears in 1 contract
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to A. Tenant shall have the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5that becomes Available for Lease (hereinafter defined) on the remaining balance of the fourth (4th) floor (the "Offering Space"), and Subtenant and Sublandlord provided if Tenant exercises its Substitution Option, the Offering Space shall each indemnify consist of the other against all costs, expenses, attorneys’ fees, and other liability remaining balance of the third (3rd) floor. Offering Space shall be deemed to be "Available for commissions or other compensation claimed by any broker or agent claiming Lease" when Landlord has determined that the same by, throughthen current tenant in the Offering Space, or under portion thereof, will not extend or renew the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if term of its lease for the Offering Space pursuant to either (a) the Sublease or Subtenant’s a contractual right to possession of the Premises (extend or any portion thereof) is terminatedrenew in such tenant's lease, or (b) Subtenant assigns pursuant to a negotiated extension or renewal that is executed prior to the expiration of any option to extend or renew in such tenant's lease. Any renewal or extension pursuant to (b), however, must be for substantially the same length of term that such party was entitled to extend or renew pursuant to the contractual right contained in its interest in this Sublease or sublets any lease. Within a reasonable time after Landlord has determined that a particular portion of the Premises, or Offering Space is Available for Lease (c) less than two full calendar years remain in the initial Term but prior to leasing such portion of the Sublease.Offering Space to a third party), Landlord shall advise Tenant (the "Advice") of the square footage and location of such portion of the Offering Space and the terms (i.e. Base Rental and Additional Base Rental) under which Landlord is prepared to lease such Offering Space to Tenant for the remainder of the Lease Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such portion of the Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord ("Notice of Exercise") within twenty (20) 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:
Appears in 1 contract
Right of First Offer. The reference to “Suite 350” From and after the second anniversary of the Commencement Date until the Expiration Date, Tenant is hereby deleted from Exhibit D attached to the Sublease. Subject to thengiven an on-existing renewal or expansion options going right of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same first offer with respect to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (in each case, the “First Offer Space”) located on the first floor of the Building which becomes available for lease by Landlord. Landlord covenants and agrees in an “ASconnection with its on-IS” condition; such offer shall be in writing and specify the terms going leasing campaign for the first floor of the Building to use (except with respect to that certain proposed lease with Xxxxx and Partners covering approximately 7,242 Rentable Square Feet on the first floor for a three year initial lease term) its commercially reasonable efforts to cause any such leases executed from and after the Effective Date for all or any portion of the First Offer Space to be for lease terms expiring no earlier than the second anniversary of the Commencement Date and no later than the fourth anniversary thereof (the “Window Period”) and to use its commercially reasonable efforts to have a unit of space of approximately 17,098 to 20,000 rentable square feet come available for lease by Tenant during the Window Period. As soon as reasonably practical after Landlord determines that such First Offer Space will become available for lease, Landlord shall send Tenant written notice (the “First Offer Space Notice”) advising Tenant of the size and configuration of the First Offer Space, including the rent to be paid for the Offer Space and the date on which the First Offer Space shall be included in become part of the Premises (the “First Offer NoticeSpace Commencement Date”) and the Fixed Rent which Landlord proposes for the First Offer Space (the “Offer Space Fixed Rent”); which First Offer Space Fixed Rent shall be 95% of the then current fair market value for comparable office space in Comparable Buildings; provided that in no event shall the Offer Space Fixed Rent be greater than 110% of the then current Fixed rent for the Premises as of the anticipated First Offer Space Commencement Date (the “Current Fixed Rent”) or less than the Current Fixed Rent. In addition, Tenant shall be entitled to receive a tenant improvement allowance in an amount equal to the product of $5.00 and the Rentable Square Footage of the First Offer Space (the “First Offer Space Allowance”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.Within 10 Business Days
Appears in 1 contract
Samples: Lease (DemandTec, Inc.)
Right of First Offer. The reference In the event that any holder of Securities proposes to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal Transfer all or expansion options any of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space its Securities (the “Offer SpaceOffered Securities”) to any unaffiliated third party in one or more bona fide transactions, and such Transfer is approved by the Board, then such Member (a “ROFO Seller”) shall deliver to each other holder of Securities not less than 10% of the issued and outstanding Securities (each, a “ROFO Offeree”) written notice thereof, specifying the number of Offered Securities, the price per Offered Unit, and any other material terms and conditions (an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining • Each ROFO Offeree may elect to purchase, by written notice given to the rent amount for ROFO Seller at any time during the ten (10) business days following the date of the Offer SpaceNotice, its pro rata share (based on its respective ownership of the Securities held by all ROFO Offerees as of the date of the Offer Notice) of the Offered Securities at the price and on the terms specified in the Offer Notice. The Offer Notice shall • Any Offered Securities that ROFO Offerees do not elect to purchase will be substantially similar re-offered pro rata to each ROFO Offeree who elected to purchase Offered Securities. Any remaining Offered Securities may be Transferred by the ROFO Seller, at any time during the ninety (90) days following the date of the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects any third party on terms (including price) no more favorable to lease the entire Offer Space on such third party than the terms set forth specified in the Offer Notice. If during such ninety (90) days the ROFO Seller is not able to sell the remaining Offered Securities on such terms, but determines in good faith that such remaining Offered Securities may reasonably be expected to be sold to a third party under terms more favorable to such third party than originally proposed in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the ROFO Seller may deliver a new Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence ROFO Offerees with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to Offered Securities (but not any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseSecurities).
Appears in 1 contract
Samples: Five Island Asset Management LLC
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-rights of existing renewal or expansion options tenants in the Building as of other subtenantsNovember 1, and provided no default by Subtenant exists2000, Sublandlord shallif at any time during the Extended Term, before offering space comes available for lease in the same to any party Building (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (hereinafter the “Offer Space”) in an “AS-IS” condition; such offer on any floor, Landlord shall be in writing and specify the terms for the Offer Space, including the rent give written notice to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises Tenant (the “Offer Notice”)) that such Offer Space is or will become available for lease. Sublandlord Landlord’s Offer Notice shall use good faith specify the size of the Offer Space, when the Offer Space will be available for lease, the term of lease of such Offer Space, any tenant improvement allowance or other economic inducements offered in determining connection with the rent amount Offer Space, and the Basic Monthly Rent for the Offer Space. The Space (the “Offer Notice Terms.”) Tenant shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within have ten (10) days after Sublandlord delivers to Subtenant following receipt of the Offer NoticeNotice to notify Landlord in writing of whether or not Tenant wishes to lease the Offer Space on the Offer Terms. If Subtenant In the event that Tenant shall timely elects respond to the Offer Notice and agree to lease the Offer Space, then Sublandlord and Subtenant it shall execute an amendment be deemed that Tenant has irrevocably committed to this Sublease, effective as of the date lease the Offer Space is to be included in the Premises, on the terms set forth in Offer Terms and Landlord and Tenant agree to execute an addendum to the Lease, including the Offer Space within the Premises on the Offer Terms. In the event that Tenant shall fail to respond to the Offer Notice andin writing within such ten (10) day period, to or shall respond in writing but proposes different terms for the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of than the Offer SpaceTerms, Subtenant must exercise its rights hereunderincluding without limitation a different size or rental rate, if at all, as Landlord shall have no obligation to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord Tenant and may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of thereafter lease the Offer Space but such notice provides for an expansionto any other interested party. Any and all other prior rights relating to a First Right to Offer under the Lease shall be null and void. Notwithstanding the above, right Tenant shall have a Right of first refusalFirst Offer, or other preferential right subject to lease some rights of existing tenants in the Building as of November 1, 2000, to occupy Suite 420 should the space become available. The terms and condition of the remaining portion tenancy shall be coterminous and at the same rate and terms as currently exist hereunder. Landlord shall provide an addendum to the Lease amending the appropriate sections of the Offer SpaceLease, then such remaining portion of including but not limited to the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5Premises Basic Monthly Rent, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession Tenant Percentage Share of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseOperating Expenses.
Appears in 1 contract
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to Provided no Event of Default has occurred under this Lease, if a party unaffiliated with Landlord or Tenant requests that Landlord provide such third party with a proposal for the Sublease. Subject to then-existing renewal use of available retail space on the first floor of the Building as a retail coffee shop or expansion options of other subtenantsbakery that does not serve lunch or dinner, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party Landlord shall notify Tenant thereof in writing (other than the then-current subtenant or occupant therein"Landlord's Notice"), first offer which notice shall set forth the material business terms (including without limitation, the rent, term, permitted use, tenant allowance (if any) and other material business terms) upon which Landlord would be willing to lease to Subtenant such space for such use. Within five (5) Business Days after its receipt of Landlord's Notice, Tenant shall have the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space right (the “Offer Space”"Right of First Offer") in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord Landlord in writing whether Subtenant elects Tenant desires to enter into a lease the entire Offer Space to operate a Coffee Shop on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Landlord's Notice. If Subtenant timely elects Tenant fails to deliver such notice to Landlord within the time period specified, Tenant shall be deemed to have elected not to exercise the Right of First Offer. If Tenant elects, or is deemed to have elected, not to exercise the Right of First Offer, Tenant shall have no further rights hereunder with respect to such space and Landlord shall be free to lease the Offer Spacespace in question to any third party at any time on any terms and conditions acceptable to Landlord; provided, then Sublandlord and Subtenant however, that Landlord shall execute an amendment not lease the space in question to this Sublease, effective any third party for use as a coffee shop or bakery that does not serve lunch or dinner for a rental rate that is less than 95% of the date rent set forth in Landlord's Notice, or on business terms that are materially more favorable to the Offer Space is tenant than those set forth in Landlord's Notice, without again offering the space to be included Tenant on such more favorable terms, whereupon the procedure set forth above in this Section 31(b) shall begin again. If Tenant notifies Landlord of its desire to lease the Premises, space in question on the terms set forth in Landlord's Notice, Landlord and Tenant shall promptly proceed to negotiate in good faith a Coffee Shop Lease substantially identical to this Lease, except as follows: (i) the terms of the Coffee Shop Lease shall conform to the terms set forth in the Landlord's Notice, (ii) the use of the premises shall be solely for a first class retail coffee shop and bakery serving beverages, pastries and related items for "eat-in" and "take-out" service, (iii) services provided by Landlord, and the corresponding operating expenses to be paid by Tenant, shall be adjusted as required for a retail food service operation (including, without limitation, reflecting that Tenant shall provide its own janitorial services for the Coffee Shop premises), and (iv) the parties shall make such other modifications as may be reasonably necessary to reflect the retail nature of the Coffee Shop Lease. If Landlord and Tenant do not enter into a mutually acceptable Coffee Shop Lease within ten (10) Business Days after Tenant's exercise of its Right of First Offer Notice andas set forth above, then this Section 31(b), as well as the option set forth in Section 31(a) above, shall be void and of no further force or effect and Landlord shall be free to lease the space in question, or any other space, to any other party at any time on any terms and conditions acceptable to Landlord. Notwithstanding anything herein to the extent not inconsistent contrary, the Right of Fist Offer shall be void and of no further force or effect upon Landlord executing a valid lease for a coffee shop, bakery or similar use within the Building with a third party tenant, subject to the Offer terms of this Section 31(b). If Landlord delivers a Landlord Notice termspursuant to this Section 31(b) during the Option Period described in Section 31(a), the terms of this Sublease; however, Subtenant Section 31(a) shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasecontrol.
Appears in 1 contract
Samples: Lease Agreement (Tasty Baking Co)
Right of First Offer. The reference Provided the Lease is in full force and effect and no event of default shall exist under the Lease at the time, Tenant shall have a right of first offer (the “Right of First Offer”) to lease the space on the sixth floor of the Building (the “Suite 350” is hereby deleted from Exhibit D attached ROFO Space”) as such space becomes available for rent. Such Right of First Offer shall be subject to and subordinate to all options and rights of other existing tenants of the Sublease. Subject Building, including but not limited to then-existing renewal or and expansion options and rights. Before Landlord markets any portion of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same ROFO Space to any party (other than the then-current subtenant occupant, if any, or occupant therein)those having a prior right, first offer to lease to Subtenant Landlord shall notify Tenant of the space shown on Exhibit A, containing approximately 4,205 rentable square feet availability and description of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer ROFO Space and the date on basic terms under which Landlord is going to market the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer ROFO Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten Within five (105) business days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapsenotice, time being of the essence essence, Tenant shall give Landlord written notice that it either does or does not wish to enter into a lease with Landlord for the ROFO Space on the terms presented by Landlord to Tenant. In the event that Tenant’s notice provides that it does not wish to enter into a lease for the ROFO Space on the terms presented by Landlord to Tenant, or if Tenant fails to give Landlord the notice of its desires respecting the ROFO Space within the above-stated five (5) business day period, then Landlord shall be entitled to proceed to market and/or lease the ROFO Space to a third party free and clear of Tenant’s Right of First Offer and such right shall be deemed forever terminated with respect to the exercise thereof ROFO Space described in the notice from Landlord. In the event that Tenant gives Landlord a notice as required above that Tenant wishes to lease the ROFO Space from Landlord, then Tenant shall have fifteen (it 15) business days from the date of Tenant’s notice within which to sign a mutually acceptable new lease covering the ROFO Space or to amend this Lease in a mutually acceptable manner by adding the ROFO Space. In the event Tenant fails to sign such a lease or amendment to this Lease within said fifteen (15) business day period, time being understood that each of Subtenant’s five rights the essence, then Landlord shall be entitled to proceed to market and/or lease the ROFO Space to a third party free and clear of first offer hereunder is a one-time such right only and such right shall be deemed forever terminated with respect to each the ROFO Space described in the notice from Landlord. Tenant shall accept the ROFO Space in its “as is” condition, unless otherwise specified in Landlord’s notice. The Right of First Offer Space), granted herein shall be personal to Tenant and Sublandlord may lease all shall not be utilized by any assignee or a portion sublessee approved and/or permitted under Paragraph 16 of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseLease.
Appears in 1 contract
Samples: Office Lease (Endocyte Inc)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached Building III. In addition to the Subleaseoption set forth in subsection 7(a) above, at all times during the Term of this Lease, Landlord grants Tenant a continuous right of first offer (“Right of First Offer for Building III”) on all or any portion of Building III in accordance with the provisions contained in this Section. Subject At such time as Landlord desires to then-existing renewal lease 11 O1037432.2 5/9/2014 all or expansion options any portion of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party Building III (other than the then-current subtenant or occupant therein“Right of First Offer Space for Building III”), first Landlord shall give written notice thereof to Tenant specifying the terms and provisions upon which Landlord would offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet Right of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the First Offer Space and the date on which the for Building III to third parties (“Landlord’s Offer Space shall be included in the Premises (the “Offer NoticeNotice for Building III”). Sublandlord Tenant shall use good faith in determining the rent amount for the Offer Space. The have five (5) business days after receipt of Landlord’s Offer Notice shall be substantially similar for Building III within which to give Landlord notice of its election to exercise its Right of First Offer for Building III as to the Right of First Offer Space for Building III (“Tenant’s Offer Notice attached for Building III”). Tenant’s Right of First Offer for Building III is subject and subordinate only to (a) the Sublease as Exhibit E. Subtenant shall notify Sublandlord existing expansion rights of other tenants in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth Building III in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective place as of the date hereof, which are existing lease rights to occupy its leased space, renewal rights and a right of first refusal and right of first offer of Metavante, and (b) the Offer Space is to be included in the Premises, on the terms set forth in the rights of first opportunity for Building III held by Schwab. If Tenant does not timely give Tenant’s Offer Notice and, to the extent for Building III or notifies Landlord that Tenant does not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely elect to exercise its right hereunderRight of First Offer for Building III, then such right it will be presumed that Tenant has waived its Right of First Offer for Building III and Landlord shall lapse, time being be free to lease the Right of the essence First Offer Space for Building III to anyone to whom it desires and Tenant will have no further expansion rights with respect to Building III pursuant to this Section 7(b) until any Right of First Offer Space for Building III again becomes available. Unless expressly waived by Landlord, Tenant’s Right of First Offer for Building III is conditioned upon Tenant not being in default under the Lease at the time of the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Right of First Offer for Building III or on the date the Tenant’s occupancy of the Right of First Offer Space for Building III is scheduled to third parties on such terms as Sublandlord may electcommence. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.)
Appears in 1 contract
Samples: www.sec.gov
Right of First Offer. The reference As long as Tenant is not in Default under the Lease, or any amendments thereto, and subject to “Suite 350” is hereby deleted from Exhibit D attached any extension, expansion, option or modification rights currently in existence to other tenants of Landlord in the Building prior to the Sublease. Subject to then-existing renewal or expansion options date of other subtenants, and provided no default by Subtenant exists, Sublandlord shallthis Lease (a list of such rights is attached hereto as Exhibit H), before offering to lease, during the same Term, space in the Building which is contiguous to any party space then directly leased by Tenant (other than the then-current subtenant or occupant therein)collectively, first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be ), Landlord will notify Tenant in writing of the availability of the particular Offer Space, the monthly rent (taking into account current leasing inducements, leasing concessions, and specify the terms for tenant improvement allowances), square footage of the Offer Space, including the rent to term for such Offer Space (which shall be paid coterminous with the Term for the Premises), and rental increases (“Rental Terms”) on which it would be willing to lease the particular Offer Space in the Building to Tenant and shall provide to Tenant a form of lease agreement or amendment acceptable to Landlord therefor (“Right of First Offer to Lease”). Notwithstanding the date on which foregoing, however, if Tenant exercises the Right of First Offer to Lease during the last three (3) years of the Term, the Offer Space shall be included let to Tenant for the term which is contained in the Premises Rental Terms. If within seven (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord 7) business days after Tenant’s receipt of Landlord’s written notice hereunder, Tenant notifies Landlord in writing whether Subtenant elects of its intent to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as all of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in the Right of First Offer to Lease on the proposed Rental Terms, then Landlord and Tenant shall execute the lease agreement or amendment for all of the Offer Space within fifteen (15) business days after Landlord’s receipt of Tenant’s notice of intent to lease. If Tenant does not deliver its notice of intent to lease all of the particular Offer Space within such seven (7) business day period, or if Landlord and Tenant do not enter into a fully executed lease agreement or amendment for all of the Offer Space within such fifteen (15) day period, then the Right of First Offer to Lease for that particular Offer Space will lapse for a period of nine (9) months and Landlord will have the right to lease for such nine (9) month period all or any portion of the particular Offer Space to a third party on the same or any other terms and conditions, irrespective of whether such terms and conditions are more or less favorable than the Rental Terms. If Landlord does not consummate a lease for the particular Offer Space within such nine (9) month period, the provisions of this Article 34 shall again apply to the particular Offer Space. This Right of First Offer to Lease is personal to Tenant and is not assignable or transferable except to a Permitted Transferee. The exercise by Tenant of its rights under this Article 34 shall not be construed in any way as granting Tenant the right to vacate the Premises or to terminate the Lease of the Premises unless agreed to by Landlord in its sole and absolute discretion. Pursuant to the terms of an existing lease with Petro-Canada Resources (USA) Inc. (“ASPetro-IS” conditionCanada”), Landlord has the right to recapture all or any portion of the Petro-Canada premises (“Petro-Canada Premises”) after a request by Petro-Canada for Landlord’s approval of a sublease or assignment. During the Term hereof and provided no Default then exists, Landlord agrees to provide Tenant with written notice should Petro-Canada request the consent of Landlord to a sublease or assignment of all or any portion of the Petro-Canada Premises (“Right of Recapture”). Within four (4) business days of such written notice, Tenant shall advise Landlord in writing of its desire to compel Landlord to exercise the Right of Recapture for the benefit of Tenant. Should Tenant timely exercise its rights to compel Landlord to exercise the Right of Recapture, the Petro-Canada Premises shall thereafter become a part of the Premises hereunder with Rent for the Petro-Canada Premises to be at the then rate reflected in the Petro-Canada lease for a term set to commence upon the date of recapture by Landlord and expiring on the expiration date of the Petro-Canada lease. Notwithstanding the foregoing, if before Sublandlord’s delivery however, Tenant shall have no Right to Subtenant Recapture by virtue of the Offer Noticethat certain Assignment of Lease Agreement currently dated June 8, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) 2010, by and such Third Party Offer includes space in excess of the Offer Spacebetween Petro Canada and Noble Energy, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.Inc.
Appears in 1 contract
Samples: Non Disturbance and Attornment Agreement (Health Grades Inc)
Right of First Offer. The reference If any Member desires to Transfer all or any of such Member’s Units to a Person that is not a Permitted Transferee (for purposes of this Section 9.8, the Person desiring to so Transfer, the “Suite 350” Selling ROFO Member”) and the Selling ROFO Member is hereby deleted from Exhibit D attached permitted to Transfer such Units under Section 9.1 (such Transfer, a “Proposed Transfer”), then, in each case, such Selling ROFO Member shall submit a written notice (the Sublease. Subject “ROFO Notice”) to then-existing renewal or expansion options of each other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party Member (other than the then-current subtenant or occupant therein)Class D Incentive Unit Members) (collectively, first the “ROFO Holders”) of its desire to Transfer such Units. Any such ROFO Notice shall provide each ROFO Holder with an opportunity to make a cash offer to lease to Subtenant purchase the space shown on Exhibit A, containing approximately 4,205 rentable square feet number of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms Units set forth in the Offer ROFO Notice (the “ROFO Offered Units”). Within fifteen (15) days following receipt of the ROFO Notice, any ROFO Holder may deliver to the Selling ROFO Member a binding irrevocable written offer (the “ROFO Offer”) to purchase all, but not less than all, of the ROFO Offered Units. Any such ROFO Offer shall include the material terms and conditions, including the aggregate cash purchase price (the “ROFO Offer Price”), upon which the ROFO Holder is willing to acquire all of the ROFO Offered Units at a closing within ten five (105) days after Sublandlord delivers of the Selling ROFO Member’s acceptance of the ROFO Offer upon customary closing conditions. The Selling ROFO Member will have fifteen (15) days following receipt of the ROFO Offer to Subtenant accept in writing (the “ROFO Acceptance Notice”) the ROFO Offer and the sale of the ROFO Offered Units pursuant to the terms contained in the ROFO Acceptance Notice. If Subtenant the Selling ROFO Member timely elects delivers a ROFO Acceptance Notice, each of the Selling ROFO Member and the ROFO Holder will use reasonable best efforts to lease consummate the transaction contemplated by the ROFO Offer Spacewithin sixty (60) days of such acceptance. If the Selling ROFO Member does not timely deliver a ROFO Acceptance Notice or affirmatively declines in writing such ROFO Offer, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms ROFO Holder’s offer set forth in the ROFO Offer Notice and, to the extent not inconsistent with the Offer Notice termsshall immediately terminate. Upon such termination, the terms of this Sublease; however, Subtenant Selling ROFO Member shall accept have the Offer Space in an “ASoption for the subsequent six-IS” conditionmonth period to Transfer such ROFO Offered Units to any Person (subject to compliance by the Selling ROFO Member with Section 9.7). Notwithstanding the foregoing, if before Sublandlord’s delivery any ROFO Offered Units Transferred pursuant to Subtenant this Section 9.8 may not be Transferred to any Person upon terms that are more favorable in the aggregate to the purchasers of such ROFO Offered Units than specified in the ROFO Offer Notice, Sublandlord has received an offer to lease all or part of at a price that is less than the ROFO Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of Price. In the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to event that the Selling ROFO Member shall not have Transferred all of the space contained ROFO Offered Units within such six-month period, the Selling ROFO Member shall not sell any such ROFO Offered Units without again first offering such Units to the ROFO Holders in the Third Party Offermanner provided pursuant to this Section 9.8. If Subtenant fails or For the avoidance of doubt, if a Selling ROFO Member is unable timely not required to exercise its right hereunderdeliver a ROFO Notice in connection with a Transfer of Units, then such right Selling ROFO Member shall lapsebe permitted to Transfer such Units without complying with the restrictions set forth in this Section 9.8. Notwithstanding anything to the contrary in this Section 9.8, time being a Proposed Transfer may not contain provisions related to any property of the essence with respect to Selling ROFO Member other than Units held by the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the SubleaseSelling ROFO Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Nuvve Holding Corp.)
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options Provided that no Event of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, Default then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, exists under the terms of this Sublease, Sublandlord hereby grants Subtenant the right of first offer (the "RIGHT OF FIRST OFFER") to sublease, after the Commencement Date of this Sublease, available space in the Master Premises (the "FIRST OFFER SPACE"), in accordance with and subject to the provisions of this Section 11. During the Sublease Term, prior to subleasing the First Offer Space, or any portion thereof, to any other unrelated third party, or if Sublandlord has received bona fide written evidence of interest as to such space which Sublandlord intends to negotiate in good faith, Sublandlord shall give Subtenant written notice of the basic terms upon which Sublandlord is willing to sublease such particular First Offer Space to Subtenant or to a third party. Within five (5) business days after receipt of such notice, Subtenant must give Sublandlord written notice pursuant to which Subtenant shall elect to (i) sublease all, but not less than all, of the First Offer Space specified in Sublandlord's notice upon such terms as set forth in Sublandlord's notice; howeveror (ii) refuse to sublease such First Offer Space. In the event that Subtenant does not respond in writing to Sublandlord's notice within said period strictly in accordance with the foregoing provisions, Subtenant shall accept be deemed to have elected clause (ii) above. If Subtenant fails to duly exercise its right to sublease the subject First Offer Space, Subtenant's right to sublease the First Offer Space in an “AS-IS” condition. Notwithstanding shall be null and void and Sublandlord shall be free to sublease the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the subject First Offer Space from a third party (a “Third Party Offer”) or any portion thereof at any time thereafter on any terms and such Third Party Offer includes space in excess of conditions it deems desirable. If Subtenant duly exercises its right to sublease the subject First Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained and Sublandlord shall promptly enter into a sublease in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions form of this Sublease, modified to the extent necessary to reflect the terms contained in Sublandlord's notice. In no event The Right of First Offer shall Sublandlord be obligated personal to pay a commission with respect to any space leased by the originally named Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Sublease.
Appears in 1 contract
Samples: Williams Sonoma Inc
Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal Landlord may sell, convey, or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included transfer its interest in the Premises (the “Offer Notice”). Sublandlord shall use good faith Property subject to and in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent accordance with the Offer Notice terms, the terms of this Sublease; howeverLease. In order to transfer its interest in the Property, Subtenant shall accept Landlord must first have offered the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant sale of the Property to Tenant. First, Landlord must give notice in writing (“Landlord Transfer Notice”) to Tenant stating Landlord’s desire to make a sale and stating the price and other material terms proposed for the transfer (collectively, “Landlord Offer Terms”). Within thirty (30) calendar days after receipt of the Landlord Transfer Notice, Sublandlord has received an Tenant shall have a right of first offer to lease all or part (“Tenant Right of the Offer Space from a third party (a “Third Party First Offer”) to acquire the assets proposed to be transferred, pursuant to the Landlord Offer Terms. To exercise the right of first offer, Tenant must provide written notice to Landlord within said thirty (30) day period and must within forty-five (45) calendar days after giving such notice execute and deliver to Landlord a contract in form and substance reasonably acceptable to Landlord and Tenant, containing the Landlord Offer Terms and such Third Party Offer includes space in excess other terms as the parties may agree on, provided that such other terms must be reasonable and customary for a transaction of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offersuch type. If Subtenant fails or Tenant delivers a contract to Landlord and is unable timely working in good faith with Landlord to exercise its negotiate and finalize the terms of such agreement but the parties have not executed the same within such forty-five (45) day period, such period shall be extended for an additional thirty (30) days, so long as Tenant continues to work in good faith with Landlord to finalize and execute such agreement. If a Landlord Transfer Notice is given and Tenant has not exercised the right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion within thirty (30) calendar days after receipt of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 Landlord Transfer Notice, or if a default exists or Subtenant is not then occupying having timely exercised the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusaloffer, Tenant has not executed and delivered a contract reasonably acceptable to Landlord and Tenant within the forty-five (45) day period (as the same may be extended), then without limiting any rights Landlord may have, the right of first offer set forth herein shall automatically expire and Landlord thereafter shall be free to sell the assets pursuant to the Landlord Offer Terms or other preferential right to lease some at any price which is not less than 95% of the remaining portion of price specified in the Landlord Offer SpaceTerms. If, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if within six (6) months after (a) the Sublease or Subtenant’s right to possession expiration of the Premises (time period in which Tenant had the right of first offer, or any portion thereof) is terminated, (b) Subtenant assigns any the expiration of its interest in this Sublease or sublets any portion of said forty-five (45) day period (as the Premisessame may be extended), or (c) less than two full calendar years remain in the initial Term of the Sublease.as applicable, Landlord does not enter into a
Appears in 1 contract
Samples: Purchase and Sale Agreement (Physicians Realty Trust)
Right of First Offer. The reference If Seller proposes to “Suite 350” is hereby deleted from Exhibit D attached consummate an acquisition of any decreed tributary surface water rights below Pueblo Reservoir in the Arkansas River or its tributaries that are subject to the Sublease. Subject to then-existing renewal jurisdiction of Division 2 of the Colorado Water Court or expansion options additional shares of other subtenantsstock in Fort Lyon Canal Company (collectively, “Arkansas Water Rights”), Seller shall promptly, and provided no default by Subtenant existsin any event not fewer than thirty (30) days prior to the Closing of any such acquisition, Sublandlord shallgive Pure Cycle written notice of the proposed acquisition, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) which notice shall describe in an “AS-IS” condition; such offer shall be in writing and specify reasonable detail the terms for on which Seller believes the Offer Space, including acquisition can be consummated and the rent Arkansas Water Rights to be paid for the Offer Space and the date on which the Offer Space acquired. Seller shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar also deliver to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord Pure Cycle all due diligence materials it has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof proposed acquisition. Pure Cycle shall have twenty (20) days to determine whether it being understood that each of Subtenant’s five rights of first offer hereunder is interested in pursuing the proposed acquisition. If Pure Cycle determines to pursue the acquisition, Seller shall fully cooperate with and assist (at no charge to Seller other than its normal overhead expenditures) Pure Cycle in consummating the acquisition. If Pure Cycle is unwilling to pursue the acquisition or unable to negotiate a one-time right only definitive agreement with respect to each Offer Space), and Sublandlord may lease all or a portion the owner(s) of the water rights which are the subject of the proposed acquisition within three (3) months, then Seller may pursue such proposed acquisition on its own behalf; provided, however, that if Seller acquires the subject water rights within six (6) months after the expiration of the three (3) month period referenced above on terms and conditions which, taken as a whole, are comparable to or more favorable to the Seller than the terms that Pure Cycle offered the owner(s) of the subject water rights, then at Pure Cycle’s request made within thirty (30) days after Seller notifies Pure Cycle of such purchase by Seller, Seller shall sell the subject water rights to Pure Cycle on the same terms and conditions as Seller acquired the subject water rights plus reasonable costs and expenses, including attorneys’ fees and carrying costs, incurred by Seller to complete the acquisition. If Seller does not enter into an agreement in principle with the owner(s) of the subject water rights, within six (6) months after the expiration of the three-month period referenced above, then Seller prior to any subsequent attempt to acquire the subject water rights will be required to notify Pure Cycle regarding any future proposed acquisition of the subject water rights in accordance with this Section. If Seller determines that its or Pure Cycle’s ability to acquire any Arkansas Water Rights that would otherwise be subject to the Right of First Offer Space set forth in this Section would be impaired by compliance with the timing provisions of this Section, Seller may acquire the subject water rights without first complying with this Section, provided that Seller shall promptly offer to third parties sell the subject water rights to Pure Cycle in accordance with the foregoing procedures (as if Pure Cycle had been offered the right to purchase the subject water rights from a third-party seller). If Pure Cycle elects to purchase the subject water rights from Seller, it will do so on the same terms and conditions as Seller acquired the subject water rights plus reasonable costs and expenses, including attorneys’ fees and carrying costs, incurred by Seller to complete the acquisition of the subject rights and the sale of such terms as Sublandlord may electrights to Pure Cycle hereunder. Subtenant may not exercise its rights All obligations under this Section 5 if a default exists or Subtenant is not then occupying shall terminate three (3) years after the entire Premises. For purposes hereofClosing Date plus any additional period required in order for either party to have the full benefit of its rights set forth above, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Sublease. In no which in any event shall Sublandlord not be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if more than six (a6) the Sublease or Subtenant’s right to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasemonths.
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Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the then-current subtenant or occupant therein), first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) days after Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, Except to the extent not inconsistent with such right is terminated pursuant to Section 18 below, during the Offer Notice terms, the terms of this Sublease; howeverSublease Term (as defined in Section 2 below), Subtenant shall accept have the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is (the "Right of First Offer") to sublease all, but not a one-time right only with respect portion of, the Remainder Premises from Sublandlord according to each Offer Space)the terms and conditions hereof. Accordingly, and before Sublandlord may lease offers all or a portion of the Offer Space Remainder Premises for sublease to a third parties on such terms as party, Sublandlord may electshall give written notice to Subtenant ("Sublandlord's Notice") of Sublandlord's intent to offer for the Remainder Premises for sublease. Subtenant may not shall thereafter have five (5) business days to deliver written notice ("Subtenant's Notice") to Sublandlord of Subtenant's election to exercise its rights under Right of First Offer. If Subtenant timely exercises its Right of First Offer, the parties shall thereafter enter into an amendment to this Section 5 if a default exists or Subtenant is not then occupying Sublease to memorialize the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all addition of the Offer Space but such notice provides for an expansionRemainder Premises to the Sublease Premises, right of first refusaland, or other preferential right to lease some unless the parties otherwise agree, Subtenant's sublease of the remaining portion Remainder Premises shall commence thirty (30) days after the date of Subtenant's Notice; provided, however, Sublandlord shall consider any Subtenant request to have the sublease of the Remainder Premises commence later than such thirty-day period if the Remainder Premises Improvements to be installed are, in Sublandlord's reasonable judgment, complex. If Subtenant declines or fails to exercise its Right of First Offer Spacewithin the applicable time period, then such remaining portion of the Offer Space Sublandlord shall thereafter be excluded from free to sublease all or any part of the Remainder Premises to third parties; provided, however, that if Sublandlord fails to execute a sublease of the Remainder Premises within six (6) months after delivery of Sublandlord's Notice, then Sublandlord must thereafter re-comply with the provisions of this SubleaseSection 1.3 prior to again offering the Remainder Premises for sublease. In The parties hereby agree that during the period after Subtenant fails or declines to sublease the Remainder Premises (but no event longer than six (6) months), or, if Sublandlord is actively negotiating with a third party for the sublease of the Remainder Premises, until such negotiations terminate without the execution of a sublease, Subtenant shall Sublandlord be obligated have no right to pay a commission with respect sublease the Remainder Premises from Sublandlord, including, without limitation, pursuant to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of Right set forth in Section 1.4 below. The Sublease Premises and the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Remainder Premises, or (c) less than two full calendar years remain in once such premises are subleased by Subtenant, are collectively referred to herein as the initial Term of the Sublease"Premises."
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Right of First Offer. The reference to “Suite 350” is hereby deleted from Exhibit D attached to the Sublease. Subject to then-existing renewal or expansion options of other subtenantsHorsham Valley, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party Inc. (other than the then-current subtenant or occupant therein"Horsham Valley"), the -------------------- owner of an adjoining parcel containing approximately 6.763 acres less approximately three acres required by Landlord to construct an office building for the tenant presently occupying Premises "B" (the "Parcel"), has agreed to grant Tenant a right of first offer upon the sale or lease of the Parcel. In the event Horsham Valley desires to lease sell the Parcel, Horsham Valley shall so notify Tenant of its intent to Subtenant sell the space shown on Exhibit A, containing approximately 4,205 rentable square feet of space Parcel. If Tenant notifies Horsham Valley within five (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (105) days after Sublandlord delivers receipt of such notice of Tenant's desire to Subtenant purchase the Offer NoticeParcel, Horsham Valley and Tenant shall thereafter negotiate in good faith the terms and conditions upon which Horsham Valley is willing to sell the Parcel to Tenant and Tenant is willing to purchase the Parcel from Horsham Valley. If Subtenant timely elects In the event the parties are unable to lease enter into a mutually- satisfactory Agreement of Sale within sixty (60) days after Tenant's notice to Horsham Valley or in the Offer Spaceevent Tenant fails to notify Horsham Valley of its interest in purchasing the parcel within five (5) days after receipt of Horsham Valley's notice of its intent to sell, then Sublandlord and Subtenant Horsham Valley shall execute an amendment be free to this Subleasesell Parcel to any other purchaser. In addition, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, event Horhsam Valley desires to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in construct an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to office building for lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on the Parcel, Horsham Valley shall so notify Tenant. Tenant shall have five (5) days after receipt of such terms as Sublandlord may electnotice to advise Horsham Valley of its desire to enter into a lease for a build-to-suit office building to be constructed by Horsham Valley on the Parcel. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying Horsham Valley and Tenant shall thereafter negotiate in good faith the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all lease of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right building to lease some of be constructed by Horsham Valley on the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this SubleaseParcel. In no the event shall Sublandlord be obligated the parties are unable to pay enter into a commission with respect mutually-satisfactory lease within sixty (60) days after Tenant's notice to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify Horsham Valley or in the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right event Tenant fails to possession of the Premises (or any portion thereof) is terminated, (b) Subtenant assigns any notify Horsham Valley of its interest in this Sublease leasing the building within five (5) days after receipt of Horsham Valley's notice of its intent to build an office building, then Horsham Valley shall be free to lease the building to any other tenant or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of the Subleasetenants.
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Samples: Astea International Inc
