Common use of Exercise and Negotiation Period Clause in Contracts

Exercise and Negotiation Period. Subject to satisfaction of all of the RFO Conditions (any of which RFO Conditions Landlord may waive, by written notice to Tenant, in Landlord’s sole discretion), Tenant shall have an ongoing right of first offer to lease any RFO Premises when such RFO Premises become Available for Lease to Tenant. When Landlord determines that a RFO Premises is Available for Lease to Tenant, Landlord shall give Tenant a written notice (“RFO Notice”) offering to lease such RFO Premises to Tenant. Each RFO Notice shall set forth: (i) the location and size of the RFO Premises, (ii) the Annual Fixed Rent which would be payable by Tenant (which Annual Fixed Rent shall be equal to the Prevailing Market Rent of such RFO Premises), (iii) the estimated commencement date with respect to such RFO Premises (“Estimated RFO Commencement Date”) which shall not be less than ninety (90) days after the date of such RFO Notice, (iv) the term of the Lease and the estimated expiration date with respect to the RFO Premises, (v) the rent commencement date with respect to such RFO Premises (which shall not be less than one hundred twenty (120) days after the Estimated RFO Commencement Date), (vi) a fair market tenant improvement allowance for the RFO Premises, (vii) the number of Parking Privileges to be provided with respect to the RFO Premises, if any (which shall be no less than the number of Parking Privileges then-being provided to the tenant under the Initial Lease for such RFO Premises), and (viii) any other business terms applicable to the leasing of such RFO Premises. Tenant may accept such offer by giving written notice (“RFO Acceptance”) to Landlord on or before the date ten (10) days after Landlord gives such RFO Notice to Tenant. Any RFO Acceptance by Tenant must be unconditional, except that Tenant may, in its RFO Acceptance, object to Landlord’s designation of the Prevailing Market Rent of such RFO Premises and request an Arbitration Determination of the Prevailing Market Rent for such RFO Premises, which Arbitration Determination shall be made in accordance with Article XVII hereof after a Negotiation Period of five (5) business days. If the RFO Acceptance does not include an objection to Landlord’s designation of the Prevailing Market Rent of such RFO Premises, then Tenant shall conclusively be deemed to have accept such designation. If Tenant timely shall have requested the Arbitration Determination, then the Prevailing Market Rent for the RFO Premises shall be the Prevailing Market Rent as determined by the Arbitration Determination. If Tenant fails timely give a RFO Acceptance of such RFO Notice to Landlord, then Tenant shall have no further right to lease the offered RFO Premises pursuant to this Article XXI until they have been leased to a third party and thereafter become Available for Lease to Tenant.

Exercise and Negotiation Period. Subject If Tenant desires to satisfaction of all exercise an option to extend the Term, then Tenant shall give notice (“Extension Notice”) to Landlord, not later than eighteen (18) months prior to the expiration of the RFO Conditions Term of this Lease (any of which RFO Conditions Landlord as it may waive, by written notice have been previously extended) exercising such option to Tenant, in extend. Within thirty (30) days after Landlord’s sole discretionreceipt of the Extension Notice (but Landlord shall not be required to provide Landlord’s quotation more than twenty-three (23) months prior to the expiration of the Term of this Lease (as it may have been previously extended), Tenant shall have an ongoing right of first offer to lease any RFO Premises when such RFO Premises become Available for Lease to Tenant. When Landlord determines that a RFO Premises is Available for Lease to Tenant), Landlord shall give provide Landlord’s quotation to Tenant of a written notice (“RFO Notice”) offering to lease such RFO Premises to Tenant. Each RFO Notice shall set forth: (i) the location and size of the RFO Premises, (ii) the proposed Annual Fixed Rent for the applicable Extended Term (“Landlord’s Rent Quotation”) which would be payable by Tenant (which Annual Fixed Rent shall be equal to Landlord’s determination of the Prevailing Market Rent for the Applicable Portion of such RFO Premises), (iii) the estimated commencement date with respect to such RFO Premises (“Estimated RFO Commencement Date”as hereinafter defined) which shall not be less than ninety for the applicable Extended Term. If at the expiration of twenty (9020) days after the date when Landlord provides such quotation to Tenant (the “Negotiation Period”), Landlord and Tenant have not reached agreement in writing on a determination of an Annual Fixed Rent for the applicable Extended Term, then, by not later than the expiration of the Negotiation Period, Tenant shall have the right to (i) rescind Tenant’s Extension Notice by delivering a notice (a “Rescission Notice”) of such RFO Noticerescission to Landlord, or (ivii) make a request to Landlord for an arbitration determination (the term of the Lease and the estimated expiration date with respect to the RFO Premises, (v) the rent commencement date with respect to such RFO Premises (which shall not be less than one hundred twenty (120) days after the Estimated RFO Commencement Date), (vi) a fair market tenant improvement allowance for the RFO Premises, (vii) the number of Parking Privileges to be provided with respect to the RFO Premises, if any (which shall be no less than the number of Parking Privileges then-being provided to the tenant under the Initial Lease for such RFO Premises), and (viii) any other business terms applicable to the leasing of such RFO Premises. Tenant may accept such offer by giving written notice (“RFO AcceptanceArbitration Determination”) to Landlord on or before the date ten (10) days after Landlord gives such RFO Notice to Tenant. Any RFO Acceptance by Tenant must be unconditional, except that Tenant may, in its RFO Acceptance, object to Landlord’s designation of the Prevailing Market Rent of such RFO Premises and request an Arbitration Determination of the Prevailing Market Rent for such RFO PremisesExtended Term, which Arbitration Determination shall be made in accordance with Article XVII hereof after a Negotiation Period of five (5) business days. If the RFO Acceptance does not include an objection to Landlord’s designation of the Prevailing Market Rent of such RFO Premises, then Tenant shall conclusively be deemed to have accept such designationXVII. If Tenant timely shall have requested the Arbitration Determination, then the Prevailing Market Annual Fixed Rent for the RFO Premises such Extended Term shall be the Prevailing Market Rent as determined by the Arbitration Determination. If Tenant fails timely give delivers a RFO Acceptance Rescission Notice, then the Term of such RFO Notice this Lease shall expire (unless sooner terminated in accordance with the terms and conditions hereof) on the then-scheduled Expiration Date and Tenant shall have no further right or option to Landlordextend the Term of this Lease. If Tenant does not timely request the Arbitration Determination or deliver a Rescission Notice, then Tenant shall have no further right to lease rescind the offered RFO Premises pursuant exercise of the applicable Tenant’s Extension Option, and the Annual Fixed Rent during the applicable Extended Term shall be equal to this Article XXI until they have been leased to a third party and thereafter become Available Landlord’s final full written proposal for Lease to TenantAnnual Fixed Rent during the Negotiation Period.

Exercise and Negotiation Period. Subject to satisfaction of all of the RFO Conditions (any of which RFO Conditions Landlord may waive, by written notice to Tenant, in Landlord’s sole discretion), Tenant shall have an ongoing a one-time right of first offer to lease any the RFO Premises when such RFO Premises become Available for Lease to Tenant. When Landlord determines that a the RFO Premises is Available for Lease to Tenant, Landlord shall give Tenant a written notice (“RFO NoticeOffer”) offering to lease such RFO Premises to Tenant. Each RFO Notice Offer shall set forth: (i) the location and size of the RFO Premises, (ii) the Annual Fixed Rent which would be payable by Tenant (which Annual Fixed Rent shall be equal to the Prevailing Market Rent of such RFO Premises), (iii) the estimated commencement date with respect to such RFO Premises (“Estimated RFO Commencement Date”) which shall not be less than ninety (90) days after the date of such RFO Notice), (iv) the term of the Lease and the estimated expiration date with respect to the RFO Premises, and (v) the rent commencement date with respect any other material terms applicable to such RFO Premises (which shall not be less than one hundred twenty (120) days after the Estimated RFO Commencement Date), (vi) a fair market tenant improvement allowance for the RFO Premises, (vii) the number of Parking Privileges to be provided with respect to the RFO Premises, if any (which shall be no less than the number of Parking Privileges then-being provided to the tenant under the Initial Lease for such RFO Premises), and (viii) any other business terms applicable to the leasing of such RFO PremisesOffer. Tenant may accept such offer RFO Offer by giving written notice (“RFO Acceptance”) to Landlord on or before the date ten fifteen (1015) days after Landlord gives such RFO Notice Offer to Tenant. If Tenant fails timely give a RFO Acceptance of such RFO Offer to Landlord, then Tenant shall have no further right to lease the offered RFO Premises pursuant to this Article XXII. Any RFO Acceptance by Tenant must be unconditional, except that Tenant may, in its RFO Acceptance, object to Landlord’s designation of the Prevailing Market Rent of such RFO Premises and request an Arbitration Determination of the Prevailing Market Rent for such RFO Premises, which Arbitration Determination shall be made in accordance with Article XVII hereof after a Negotiation Period of five (5) business days. If the RFO Acceptance does not include an objection to Landlord’s designation of the Prevailing Market Rent of such RFO Premises, then Tenant shall conclusively be deemed to have accept such designation. If Tenant timely shall have requested objected to Landlord’s designation of the Arbitration DeterminationPrevailing Market Rent, then Landlord and Tenant shall negotiate in good faith for thirty (30) days following the date of the RFO Acceptance to agree in writing on the Prevailing Market Rent for the RFO Premises. If Landlord and Tenant are unable to agree on the Prevailing Market Rent for the RFO Premises by the expiration of such thirty (30) day period, then the Prevailing Market Rent for the RFO Premises shall be the Prevailing Market Rent as determined by a Broker Determination in accordance with the Arbitration Determination. If Tenant fails timely give a RFO Acceptance of such RFO Notice to Landlord, then Tenant shall have no further right to lease the offered RFO Premises pursuant to this Article XXI until they have been leased to a third party and thereafter become Available for Lease to Tenantprocedures set forth in Section 3.4(e) hereof.

Exercise and Negotiation Period. Subject If Tenant desires to satisfaction of all exercise Tenant’s Future Expansion Option, then Tenant shall give notice (“Future Expansion Notice”) to Landlord, not earlier than twenty-four (24) months nor later than twelve (12) months prior to the fifth (5th) anniversary of the RFO Conditions (any of which RFO Conditions Landlord may waive, by written notice Fixed Rent Commencement Date. If Tenant fails timely to Tenant, in Landlord’s sole discretion)give a Future Expansion Notice, Tenant shall have an ongoing no further right of first offer to lease any RFO the Future Expansion Premises when such RFO Premises become Available for Lease pursuant to this Article XX. Within ten (10) business days of Landlord’s receipt of Tenant. When Landlord determines that a RFO Premises is Available for Lease to Tenant’s Future Expansion Notice, Landlord shall give provide to Tenant a written notice (“RFO Notice”) offering to lease such RFO Premises to Tenant. Each RFO Notice shall set forth: (i) the location and size Landlord’s quotation of the RFO Premises, (ii) the Annual Fixed Rent which would be payable by Tenant (which Annual Fixed Rent shall be equal to Landlord’s determination of the Prevailing Market Rent of such RFO for the Future Expansion Premises), (iii) the estimated delivery conditions, any tenant improvement allowance, Landlord’s estimate of the commencement date for the Future Expansion Premises and any other material business terms (collectively, “Landlord’s Future Expansion Rent Quotation”), together with respect to such RFO the location of the Future Expansion Premises designated by Landlord. If at the expiration of twenty (“Estimated RFO Commencement Date”) which shall not be less than ninety (9020) days after the date of such RFO Notice, when Landlord provides Landlord’s Future Expansion Rent Quotation to Tenant (iv) the term of the Lease and the estimated expiration date with respect to the RFO Premises, (v) the rent commencement date with respect to such RFO Premises (which shall not be less than one hundred twenty (120) days after the Estimated RFO Commencement Date“Future Expansion Negotiation Period”), (vi) Landlord and Tenant have not reached agreement on a fair market tenant improvement allowance for the RFO Premises, (vii) the number of Parking Privileges to be provided with respect to the RFO Premises, if any (which shall be no less than the number of Parking Privileges then-being provided to the tenant under the Initial Lease for such RFO Premises), and (viii) any other business terms applicable to the leasing of such RFO Premises. Tenant may accept such offer by giving written notice (“RFO Acceptance”) to Landlord on or before the date ten (10) days after Landlord gives such RFO Notice to Tenant. Any RFO Acceptance by Tenant must be unconditional, except that Tenant may, in its RFO Acceptance, object to Landlord’s designation determination of the Prevailing Market Rent of such RFO Premises and for the Future Expansion Premises, then Tenant shall have the right to request an Arbitration Determination of the Prevailing Market Rent for such RFO Future Expansion Premises, which Arbitration Determination shall be made in accordance with Article XVII hereof after a Negotiation Period of five (5) business days. If the RFO Acceptance does not include an objection to Landlord’s designation of the Prevailing Market Rent of such RFO Premises, then Tenant shall conclusively be deemed to have accept such designationhereof. If Tenant timely shall have requested the Arbitration Determination, then the Prevailing Market Rent for the RFO Future Expansion Premises shall be the Prevailing Market Rent as determined by the Arbitration Determination. If Tenant fails does not timely give a RFO Acceptance of such RFO Notice to Landlordrequest the Arbitration Determination, then Tenant the Prevailing Market Rent for the Future Expansion Premises shall have no further right be equal to lease the offered RFO Premises pursuant to this Article XXI until they have been leased to a third party and thereafter become Available for Lease to Tenantamount set forth in Landlord’s final full written proposal during the Future Expansion Negotiation Period.

Exercise and Negotiation Period. Subject If Tenant desires to satisfaction of all exercise an option to extend the Term, then Tenant shall give notice (“Extension Notice”) to Landlord, not earlier than twenty-four (24) months nor later than eighteen (18) months prior to the expiration of the RFO Conditions then Term of this Lease (any of which RFO Conditions Landlord as it may waive, by written notice have been previously extended) exercising such option to Tenant, in extend. Promptly after Landlord’s sole discretion), Tenant shall have an ongoing right receipt of first offer to lease any RFO Premises when such RFO Premises become Available for Lease to Tenant. When Landlord determines that a RFO Premises is Available for Lease to Tenantthe Extension Notice, Landlord shall give provide Landlord’s quotation to Tenant of a written notice (“RFO Notice”) offering to lease such RFO Premises to Tenant. Each RFO Notice shall set forth: (i) the location and size of the RFO Premises, (ii) the proposed Annual Fixed Rent which would be payable by Tenant (which Annual Fixed Rent shall be equal to for the Prevailing Market Rent of such RFO Premises), (iii) the estimated commencement date with respect to such RFO Premises applicable Extended Term (“Estimated RFO Commencement DateLandlord’s Rent Quotation”) which shall not be less than ninety ). If at the expiration of thirty (9030) days after the date when Landlord provides such quotation to Tenant (the “Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for such RFO NoticeExtended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (iv30) days following the term expiration of the Lease and Negotiation Period, to make a request to Landlord for a broker determination (the estimated expiration date with respect to the RFO Premises, (v) the rent commencement date with respect to such RFO Premises (which shall not be less than one hundred twenty (120) days after the Estimated RFO Commencement Date), (vi) a fair market tenant improvement allowance for the RFO Premises, (vii) the number of Parking Privileges to be provided with respect to the RFO Premises, if any (which shall be no less than the number of Parking Privileges then-being provided to the tenant under the Initial Lease for such RFO Premises), and (viii) any other business terms applicable to the leasing of such RFO Premises. Tenant may accept such offer by giving written notice (“RFO AcceptanceBroker Determination”) to Landlord on or before the date ten (10) days after Landlord gives such RFO Notice to Tenant. Any RFO Acceptance by Tenant must be unconditional, except that Tenant may, in its RFO Acceptance, object to Landlord’s designation of the Prevailing Market Rent of such RFO Premises and request an Arbitration Determination of the Prevailing Market Rent for such RFO PremisesExtended Term, which Arbitration Broker Determination shall be made in accordance with Article XVII hereof after a Negotiation Period of five (5) business days. If the RFO Acceptance does not include an objection to Landlord’s designation of the Prevailing Market Rent of such RFO Premises, then Tenant shall conclusively be deemed to have accept such designationmanner set forth below. If Tenant timely shall have requested the Arbitration Broker Determination, then the Prevailing Market Annual Fixed Rent for the RFO Premises such Extended Term shall be the Prevailing Market Rent as determined by the Arbitration Broker Determination. If Tenant fails does not timely give a RFO Acceptance of such RFO Notice request the Broker Determination, then the Annual Fixed Rent during the applicable Extended Term shall be equal to Landlord, then Tenant shall have no further right to lease the offered RFO Premises pursuant to this Article XXI until they have been leased to a third party and thereafter become Available for Lease to Tenant’s Rent Quotation.

Exercise and Negotiation Period. Subject If Tenant desires to satisfaction of all of exercise Tenant’s Initial Expansion Option, then Tenant shall give notice (“Initial Expansion Notice”) to Landlord by not later than November 1, 2020. If Tenant fails timely to give the RFO Conditions (any of which RFO Conditions Landlord may waive, by written notice to Tenant, in Landlord’s sole discretion)Initial Expansion Notice, Tenant shall have an ongoing no further right of first offer to lease any RFO the Initial Expansion Premises when such RFO Premises become Available for Lease pursuant to this Article XIX. Within ten (10) business days after Landlord’s receipt of Tenant. When Landlord determines that a RFO Premises is Available for Lease to Tenant’s Initial Expansion Notice, Landlord shall give Tenant a written notice (“RFO Notice”) offering to lease such RFO Premises provide to Tenant. Each RFO Notice shall set forth: (i) the location and size Landlord’s quotation of the RFO Premises, (ii) the Annual Fixed Rent which would be payable by Tenant (which Annual Fixed Rent shall be equal to Landlord’s determination of the Prevailing Market Rent of such RFO for the Initial Expansion Premises), the delivery conditions (iii) which shall be materially the estimated same conditions that Landlord is required to deliver the Prime Premises pursuant to Exhibit 2.1 attached hereto), a fair market tenant improvement allowance for the Initial Expansion Premises, any security deposit, Landlord’s estimate of the commencement date with respect to such RFO Premises (“Estimated RFO Commencement Date”) which shall not be less than ninety (90) days after for the date of such RFO Notice, (iv) the term of the Lease and the estimated expiration date with respect to the RFO Initial Expansion Premises, (v) the rent commencement date with respect to such RFO the Initial Expansion Premises (which shall not be less than one hundred twenty (120) days after the Estimated RFO Commencement Date), (vi) a fair market tenant improvement allowance commencement date for the RFO Premises, (vii) the number of Parking Privileges to be provided with respect to the RFO Premises, if any (which shall be no less than the number of Parking Privileges then-being provided to the tenant under the Initial Lease for such RFO Expansion Premises), and (viii) any other material business terms (collectively, “Landlord’s Initial Expansion Rent Quotation”). If at the expiration of twenty (20) business days after the date when Landlord provides Landlord’s Initial Expansion Rent Quotation to Tenant (the “Initial Expansion Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Initial Expansion Premises and executed a written instrument reflecting such agreement, then, by not later than the expiration of the Negotiation Period, Tenant shall have the right to the leasing (a) rescind Tenant’s Initial Expansion Notice by delivering a notice (an “Initial Expansion Premises Rescission Notice”) of such RFO Premises. Tenant may accept such offer by giving written notice rescission to Landlord, or (“RFO Acceptance”b) make a request to Landlord on or before the date ten (10) days after Landlord gives such RFO Notice to Tenant. Any RFO Acceptance by Tenant must be unconditional, except that Tenant may, in its RFO Acceptance, object to Landlord’s designation of the Prevailing Market Rent of such RFO Premises and request for an Arbitration Determination of the Prevailing Market Rent for such RFO the Initial Expansion Premises, which Arbitration Determination shall be made in accordance with Article XVII hereof after a Negotiation Period of five (5) business days. If the RFO Acceptance does not include an objection to Landlord’s designation of the Prevailing Market Rent of such RFO Premises, then Tenant shall conclusively be deemed to have accept such designationXVII. If Tenant timely shall have requested the Arbitration Determination, then the Prevailing Market Annual Fixed Rent for the RFO Initial Expansion Premises shall be the Prevailing Market Rent as determined by the Arbitration Determination. If Tenant fails timely give a RFO Acceptance of such RFO Notice to Landlorddelivers an Initial Expansion Rescission Notice, then Tenant shall have no further right to lease the offered RFO Initial Expansion Premises pursuant to this Article XXI until they XIX. If Tenant does not timely request the Arbitration Determination or deliver an Initial Expansion Premises Rescission Notice, then Tenant shall have been leased no further right to a third party rescind the exercise of the applicable Tenant’s Initial Expansion Notice and thereafter become Available the Annual Fixed Rent for Lease the Initial Expansion Premises shall be equal to Tenantthe amount set forth in Landlord’s final full written proposal during the Initial Expansion Negotiation Period.