Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for one (1) additional period of five (5) years (“Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 3 contracts
Samples: Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata Inc)
Extension Option. Provided Tenant shall have the original Tenant option to extend the Term (or tenant under a Permitted Transferthe “Extension Option”) named herein is itself occupying greater than seventyfor one (1) period of twenty-five percent four (75%24) months (the “Second Extended Term”). The Second Extended Term, if any, shall commence on the day following the last day of the Premises Extended Term and shall continue for a period of twenty-four (24) months thereafter. Tenant’s Extension Option shall be both: (i) upon condition (which may be waived by Landlord in its sole discretion) that no Default exists hereunder at the time of the giving by Tenant of its notice to exercise of exercise; and, (ii) upon further condition (which may be waived by Landlord in its option and sole discretion) that no Default exists hereunder at the time of the commencement of the Second Extended Term. To exercise Tenant’s Extension Term Option, Tenant shall give Landlord written notice of its election at least three (as defined herein)3) months prior to expiration of the Extended Term. Within thirty (30) days of receipt of Tenant’s election to extend, Landlord shall notify Tenant of the Base Rent for the Second Extended Term. Within thirty (30) days after receipt of each such notice from Landlord, Tenant shall have the right and option to: (i) elect to accept Landlord’s statement of the Base Rent as the Base Rent for the Second Extended Term; or, (ii) elect to pay Base Rent for the Extended Term at ninety-five percent (95%) of the Fair Market Rent (defined below), with Fair Market Rent to be determined by arbitration pursuant to Paragraph 12 below. Failure on the part of Tenant to elect in writing to require arbitration of Fair Market Rent within the thirty (30) day period shall constitute an election by Tenant to accept Landlord’s determination of the Base Rent for the Second Extended Term. Tenant shall have no other option, right or obligation to extend the Term for one (1) additional period of five (5) years (“Extension Term”). The right and option to so extend or otherwise remain in the term shall be personal to Premises after the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Extended Term”). From and after commencement of any Second Extended Term, provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration all of the Original Termother terms, covenants and conditions of the Lease shall apply, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior references to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon deemed to include the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant Second Extended Term; provided, however, that Base Rent shall fail to give timely notice of the exercise of such option be revised as aforesaidherein provided, and Tenant shall have no option or right to further extend the Term of this Lease, time being of beyond the essence of the foregoing provisionsSecond Extended Term. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal If Tenant has elected to have the Fair Market Rent determined by arbitration and the Base Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Second Extended Term has not been determined as of the commencement date of the Extension Second Extended Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Premises upon the terms and conditions in effect during the last month of the Extended Term until such time as the Base Rent for the Second Extended Term has been determined. If the Base Rent for the Second Extended Term is determined, at which time, an appropriate adjustment, if any, shall determined to be made. The Fair Market less than the Base Rent shall mean the anticipated rent for the Premises as last month of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension NoticeExtended Term, Landlord shall notify provide Tenant with a credit against the next installment(s) of Landlord’s estimate Rent in the amount of the Fair Market Rentoverpayment by Tenant. No later Likewise, if the Base Rent for the Second Extended Term is determined to be greater than fifteen (15) days after such notificationthe Base Rent for the last month of the Extended Term, Tenant may dispute Landlord’s estimate shall pay Landlord the amount of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance underpayment with the provisions installment of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding Base Rent next due under the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceLease.
Appears in 2 contracts
Samples: To Lease (Adamas Pharmaceuticals Inc), To Lease (Adamas Pharmaceuticals Inc)
Extension Option. Provided (a) So long as this Lease is in full force and effect and Tenant is not in default beyond any applicable notice and cure period in the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) performance of any of the Premises covenants or terms and conditions of this Lease at the time of giving its notice notification to exercise its option and Landlord or at the time of commencement of the Extension Term (Period, as defined herein)that term is hereinafter defined, Tenant shall have the right and option (the "Extension Option") to extend the Term for the entire Premises for one (1) additional period of five (5) years (“the "Extension Term”Period"). The right and option to so extend , which Extension Period shall commence upon the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two Term upon the same terms and conditions of this Lease, except that the Base Rent during the Extension Period shall be at an annual rate equal to ninety five percent (295%) year Term of the then current fair market value rate for lease renewals and extensions comparable to this Lease for space comparable to the Premises in the Building, taking into account such factors as tenant improvement allowances, rent concessions and rental escalations (the “Original Term”"FMR"), provided that subject to the following terms and conditions: Tenant shall give provide Landlord with written notice of Tenant’s exercise its desire to extend the Term of such option by no later than this Lease nine (9) months prior to the expiration of the initial Term. In the event Tenant timely exercises this Extension Option, this Lease shall be deemed extended and no earlier than twelve the FMR shall be determined as set forth below. In the event that Landlord does not receive Tenant's written notice nine (129) months prior to the then scheduled expiration of the Original initial Term, and provided further that no Default exists at the time of giving then such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, Option shall be null and void and of no further force and or effect. Prior to the exercise by Tenant of any such option, the expression “Term” this Lease shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action expire on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option Expiration Date (as aforesaidthat term is defined in Article I), and if requested by Landlord, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) execute an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable instrument in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof form and substance acceptable to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within confirming such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencefacts.
Appears in 2 contracts
Samples: Lease Agreement (Texas Roadhouse, Inc.), Lease Agreement (Texas Roadhouse, Inc.)
Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term Lease for one (1) additional consecutive period of five (5) years (the “Renewal Term”) under the same terms and conditions as stated in the Lease (an “Extension TermOption”), with the exceptions that (a) no further extension options shall exist, and (b) monthly rental for such extension term shall be based on the then prevailing market rental rate as determined by Landlord in good faith based on then recent lease extensions within the Building and surrounding buildings, and taking into consideration Tenant’s use and financial strength and other relevant factors, but in no event shall be less than the monthly rental in effect for the last month of the Term immediately prior to the extension (“Market Rental Notice”). Tenant may reject the Extension Option granted herein within ten (10) business days following delivery to Tenant of Landlord’s determination of the prevailing market rental (“Rate Notice”). The right and option to so extend the term Extension Option shall be personal exercisable by Tenant, if at all, only by timely delivery to Landlord of written notice of election at least six (6) months prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”)then current Expiration Date, provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and but no earlier than twelve (12) months prior to the then scheduled expiration of the Original Termthen current Expiration Date. The option herein granted shall be deemed to be personal to Tenant, and provided further if Tenant subleases any portion of the Premises or otherwise assigns or transfers any interest thereof to another party (except in the event of a Permitted Transfer), such option shall lapse. In the event that no Default exists Tenant is in default of any term or condition at the time of giving such its exercise notice or at the commencement of the Extension Term. If a Default exists at the time of giving such beyond any applicable notice or at the time of commencement of the Extension Termand grace period, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that then there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice renewal of the exercise of such option Lease as aforesaid, Tenant shall have no provided herein. As they apply to Tenant’s right to extend the Term term of this the Lease, time being of the essence of parties acknowledge and agree that the foregoing provisionsterms “extend,” “extension,” “renew,” and/or “renewal” shall be deemed the same. The Annual Base Rent payable during If Tenant desires to exercise the Extension Term shall be the greater of (a) an amount equal Option, but objects to the Fair Market Rent for Rental Rate determined by Landlord, then Tenant must object to the Premises as of the commencement date of the Extension Term or same within said ten (b10) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existingbusiness day period. No later than the one five (15) month after Tenant’s Extension Noticebusiness days thereafter, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during shall meet in an effort to negotiate, in good faith, the next thirty (30) day period (Market Rental Rate applicable to the “Discussion Period”), but if Premises. If Landlord and Tenant are unable have not agreed upon the Market Rental Rate applicable to the Premises within five (5) business days after meeting, then Landlord and Tenant shall each appoint a broker not later than forty-five (45) days following Landlord’s delivery of the Rate Notice. If Landlord’s broker and Tenant’s broker have failed to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than Rental Rate within sixty (60) days after the end following delivery of the Discussion Period. The Fair Rate Notice, the two appointed brokers shall appoint a third broker (within five (5) business days following the expiration of said sixty (60) day period), and the Market Rent Rental Rate shall be the arithmetic average of two (2) of the subject space determined three (3) determinations which are the closest in accordance with amount, and the provisions of this Section third determination shall be deemed binding and conclusive on disregarded. If either Landlord or Tenant and Landlord. Notwithstanding fails to appoint a broker within the foregoingprescribed time period, if either the failing party shall fail pay to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on as liquidated damages $100.00 per day for each day following the failing deadline that such party requiring the failing xxxxx fails to appoint a broker, not to exceed $500.00. If the two (2) appointed brokers fail to agree upon a third (3rd) broker, then the parties shall have the local office of the American Arbitration Association appoint the third (3rd) broker and the parties shall share equally in the cost of such arbitration. Each party shall bear the costs of its appraiser within own broker, and the parties shall share equally the cost of the third broker, if applicable. Each broker shall have at least ten (10) days years’ experience in the leasing of similar commercial buildings in the giving of such notice submarket in which the Building is located and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencea licensed real estate broker.
Appears in 2 contracts
Samples: Industrial Lease Agreement (Li-Cycle Holdings Corp.), Industrial Lease Agreement (Li-Cycle Holdings Corp.)
Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), SECTION 30.1 Tenant shall have the right and right, at its option (each, an "Extension Option"), to extend the initial Term of this Lease, for the entire Premises (as the same may have been increased), for one (1) additional period of five extension term (5) years (“the "Extension Term”"). The right and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to shall commence immediately upon expiration on the day following the Expiration Date (the "Extension Term Commencement Date") and shall expire on the day preceding the fifth (5th) anniversary of the initial two (2) year Term Fixed Expiration Date (the “Original Term”"Extension Term Expiration Date"), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend exercise the Term of this Lease, time being Extension Option unless all of the essence of following conditions are satisfied on the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Notice (as defined below) and on the Extension Term Commencement Date: (a) neither an Event of Default nor a monetary default (whether or not a notice has been sent) shall have occurred and be continuing under this Lease or under any other agreement between Landlord or an Affiliate of Landlord and Tenant or an Affiliate of Tenant; (b) the Annual Base Rent payable Original Tenant (or a permitted assignee, sublessor, successor or transferee pursuant to Section 13.9(b), but not any other assignee or successor tenant) shall occupy not less than eighty-five percent (85%) of the Useable Square Feet of the Premises; and (c) there shall not have occurred any material adverse change in the year immediately preceding financial condition of Tenant from the Extension Term. The Fair Market Rent shall be determined condition described in accordance the financial statements submitted by Tenant to Landlord in connection with this Lease; (d) Tenant's: on the provisions set forth below. If for any reason date of this Lease and on the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the last prior exercise of an Extension TermOption; (e) no default (after notice if required and expiration of any applicable cure period) by Tenant exists under any loan, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement debt, bank or similar facility or agreement; and (f) proof satisfactory to Landlord of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, foregoing shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof have been delivered to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance together with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (notice exercising such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceExtension Option.
Appears in 2 contracts
Samples: Disturbance and Attornment Agreement (Athenahealth Inc), Disturbance and Attornment Agreement (Athenahealth Inc)
Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option two (2) options to extend the Term for one (1) additional period consecutive periods of five (5) years Lease Years (“Extension Term”each, an "Extension"). The right and Notwithstanding the foregoing, however, at Landlord's election, Tenant's option to so extend the term Lease Term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be declared null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of Lease if (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension, Tenant is not in occupancy of the Extension Term until entire Leased Premises then demised under the Annual Base Rent Lease for the conduct of Tenant’s business for the Permitted Use, or Tenant does not intend to continue to occupy the Leased Premises but intends to assign the Lease or sublet the Leased Premises in whole or in part, or (b) on the date Tenant exercises the option or at any time thereafter through the date immediately preceding the commencement date of such Extension, Tenant is in default of any of its obligations under the Lease. Each Extension option will be exercisable by written notice given to landlord at least one hundred twenty (120) days prior to the last day of the then current Term. Upon such exercise, the Term is determined, at which time, an appropriate adjustment, if any, of the Lease and the Termination Date shall be made. The Fair Market Rent shall mean the anticipated rent extended for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter upon the same terms, conditions, covenants, and agreements as are contained in the “failing party”) Lease without the other party may serve notice on necessity for the failing party requiring execution of any further instrument unless Landlord so requests; provided, the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx Leased Premises shall be taken in their "as-is" condition during such Extension and Landlord shall have no obligation to make or pay for any improvements to the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceLeased Premises during such Extension.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Extension Option. Provided the original Tenant (named herein or a tenant under pursuant to a Permitted Transfer) named herein Transfer is itself occupying greater than seventy-five percent (75%) of the entire Premises at the time of giving its notice to exercise its option (the “Extension Notice”) and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for one (1) additional period of five (5) years (“Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease or a tenant pursuant to a Permitted Transfer and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine twelve (912) months and and, except as provided in Exhibit E Section 2 below, no earlier than twelve fifteen (1215) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice the Extension Notice or at the commencement of the Extension Term. If a Default Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice the Extension Notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend the Extension Notice in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice the Extension Notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to timely give timely notice of the exercise of such option Extension Notice as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 2 contracts
Samples: Office Lease Agreement (Collegium Pharmaceutical, Inc), Office Lease Agreement (Collegium Pharmaceutical Inc)
Extension Option. Provided that Tenant has not assigned this Lease or sublet any or all of the Premises (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant (under this Lease and shall not be transferable or tenant exercisable for the benefit of any Transferee), and provided Tenant is not in default under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises this Lease at the time of giving its notice to exercise its option and or at any other time thereafter until the commencement beginning of any such extension of the Extension Term (as defined herein)Term, Tenant shall have the right and option (the "Extension Option") to extend the Term for one (1) additional consecutive period of five (5) years (“"Extension Term”Period"). The right and option , by giving written notice to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration Landlord of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of any such option by no later than nine (9) months and no earlier than Extension Option at least twelve (12) months prior to the then scheduled expiration of the Original initial Term. The exercise of any Extension Option by Tenant shall be irrevocable and shall cover the entire Premises then leased by Tenant pursuant to this Lease. Upon such exercise, Landlord shall have the right to review and approve, in Landlord's sole discretion, Tenant's financial condition and creditworthiness at such time. If Landlord approves Tenant's financial condition and creditworthiness, Landlord shall so notify Tenant, and the Term of the Lease shall be extended for the applicable Extension Period without the execution of any further instrument by the parties; provided further that no Default exists at Landlord and Tenant shall, if requested by either party, execute and acknowledge and instrument confirming the time of giving such notice or at the commencement exercise of the Extension TermOption. If a Default exists at the time of giving such notice or at the time of commencement of the Any Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” Option shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend terminate if not exercised precisely in the manner and within the time period provided aforesaid, herein. Any extension of the Term shall be extended upon all the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaidterms and conditions set forth in this Lease and all Exhibits thereto, except that:(i) Tenant shall have no right further option to extend the Term of this the Lease, time being other than as specifically set forth herein; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the Premises; and (iii) Base Rent for any such Extension Period shall be 100% of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the then "Fair Market Rent Base Rental" (as defined below) for the Premises as of for the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent space and term involved, which shall be determined in accordance with the provisions as set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 2 contracts
Samples: Lease (Crossworlds Software Inc), Lease (Crossworlds Software Inc)
Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for one two (12) additional period of five five-(5)-year extension terms (5) years (each an “Extension Term”). The right and option ) by notice (an “Extension Notice”) given to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than at least nine (9) months and no earlier than twelve (12) months prior to before the then scheduled expiration of applicable Term Expiration Date. Tenant’s election shall be exercised, and the Original Annual Fixed Rent for the applicable Extension Term shall be determined, as set forth below. If Tenant fails timely to exercise its option for any Extension Term, Tenant shall have no further extension rights hereunder. EAST\66392481.7 Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in monetary or material non-monetary default (after any applicable notice and provided further that no Default exists cure periods set forth in this Lease have expired) at the time of giving such notice or at Tenant elects to extend the commencement of the Extension Term. If a Default exists at the time of giving such notice Term or at the time of commencement the Term would expire but for such extension. The extension of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein Term shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner entire Premises and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term for only a portion of the Premises except that if Tenant then leases any expansion space, Tenant may elect either to (i) extend the Term for the entire original Premises (i.e. all of Suite 500 consisting of 00,000 xxxxxx xxxx xx Xxxxxxxx Xxxxx Xxxx) and not any expansion space, but only if Tenant (or a Permitted Transferee) is then leasing the entire original Premises or (ii) extend the Term for the entire Premises (i.e., including any expansion space), such election to be specified in the applicable Extension Notice. For the avoidance of doubt, if Tenant shall have sublet or assigned the Lease with respect to any portion of the original Premises (other than Permitted Transfers), Tenant shall not have the right to extend the Term of the Lease for less than all of the Premises including any expansion space. Except as set forth herein, during the applicable Extension Term, if any, all provisions of this Lease, time being Lease shall apply except that Tenant shall have no further option to extend the Term after the last of the essence of two (2) aforesaid Extension Terms. During the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the applicable Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Fixed Rent for the Extension Term Premises at the rate equal to ninety-five percent (95%) of the then prevailing market annual fixed rent rate for a five-(5)-year lease of office space in the Greater Boston, Massachusetts “Metro-West” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is determinedrequired to maintain the Premises taking into consideration concessions then being offered by landlords in the marketplace for space of comparable size, at which time, an appropriate adjustment, if any, shall be made. The quality and location (the “Fair Market Rent Rate”). Landlord shall mean the anticipated rent for the Premises as notify Tenant of its estimate of the commencement Fair Market Rent Rate (determined in accordance with the foregoing paragraph) within ten (10) days after Tenant exercises the applicable extension option. Tenant shall have the option to accept or reject by written notice Landlord’s estimate of the Extension Term tinder market conditions Fair Market Rent Rate, or to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery of Landlord’s estimate of the Fair Market Rent Rate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate of the Fair Market Rent Rate. In the event Tenant rejects Landlord’s estimate of the Fair Market Rent Rate then existingthe Fair Market Rent Rate shall be arbitrated in accordance with the following procedure. No later than In the one (1) month after Tenant’s Extension Notice, event Landlord shall fails to notify Tenant of Landlord’s estimate of the Fair Market RentRent Rate as provided above, the parties shall determine Fair Market Rent Rate by arbitration as set forth below. No later than fifteen Each of Landlord and Tenant, within twenty (1520) days after such notification, notice by Tenant may dispute disputing Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Rent Rate under this Section 2.4.1 or Section 2.1.2(b)(ii) or disputing Landlord’s estimate of Fair the ROFO Market Rent within such fifteen Rate under Section 2.1.4, as applicable, shall (15i) day period, then submit to the other in a sealed envelope its final estimate of the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty Rate (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair or ROFO Market Rent during the Discussion PeriodRate, then the Fair Market Rent shall be determined by the determination as applicable) (“Estimates”) and (ii) appoint an MAI appraiser with at EAST\66392481.7 least ten (10) years' experience as an appraiser of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience office buildings in the Lexington Greater Boston area, including first class suburban office rental market and each of whom is hereinafter referred to as “appraiser”buildings, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by give notice of such appointment to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to If either Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail timely to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day periodan appraiser, then the appraiser appointed by the other xxxxx party shall be the sole appraiser whose choice for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord’s or ). The appraisers shall be charged to reach a majority written decision in accordance with the Tenant’s estimate of standards for the Fair Market Rent Rate as provided in this Section 2.4.1 (or the standards for the ROFO Market Rent Rate as provided in Section 2.4.1, as applicable), within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent Rate (or ROFO Market Rent Rate, as applicable) provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be binding borne equally by the parties (the parties whose Estimate is not selected as Fair Market Rent Rate (or ROFO Market Rent Rate, as applicable) shall bear the costs of the third appraiser) and conclusive otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent Rate payable during the Extension Term or for Expansion Area B or the Contiguous Offered Space, as the case may be; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent Rate at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent Rate (or ROFO Market Rent Rate, as applicable) being established, Tenant shall pay the same within ten (10) Business Days after such determination, retroactively to the beginning of the Extension Term or the beginning of the term of the lease of Expansion Area B or the Contiguous Offered Space, as applicable). The parties shall adjust for over payments or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for each Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s right to extend the Term under this Section 2.4.1 are personal to Tenant and Landlordshall not apply to any Transferee of Tenant (other than to a Transferee under a Permitted Transfer). All times set forth herein are If at any time during the Term Tenant has Transferred more than twenty-five percent (25%) of the essencerentable square feet of the Premises (not including Permitted Transfers and not including a Permitted Occupancy by any Permitted Occupant), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effect.
Appears in 2 contracts
Samples: IntraLinks Holdings, Inc., IntraLinks Holdings, Inc.
Extension Option. Provided the original Tenant named herein (or tenant under an Affiliate pursuant to a Permitted Transfer) named herein is itself occupying greater not less than seventy-five sixty percent (7560%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for one two (12) additional period periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”)) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of the either Extension Term. If a Default Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of the an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the each Extension Term shall be the greater of (a) an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 2 contracts
Samples: Office Lease Agreement (Bitstream Inc), Office Lease Agreement (Marlborough Software Development Holdings Inc.)
Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises So long as at the time of giving the Option Notice there exists no Default of Tenant (or Landlord shall have waived such condition in its notice to exercise its option sole discretion), this Lease is still in full force and at effect, and the commencement of named Tenant as set forth in Section 1.1 (or any successor by merger) and/or any Affiliate shall actually occupy the Extension Term (as defined herein)entire Premises, Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period of five (5) years (“Extension the "Extended Term”"). The Extended Term shall commence on the day succeeding the expiration of the Original Term and shall end on the day immediately preceding the fifth anniversary of the commencement of the Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the Original Term shall apply to the Extended Term except that (i) the Annual Fixed Rent for the Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of the Extended Term, as designated by Landlord by notice to Tenant ("Landlord's Notice"), but subject to Tenant's right to dispute as hereinafter provided, and option (ii) Tenant shall have no further right to so extend the term shall be personal to the Tenant executing of this Lease and such right and option may not be assigned or transferred to any other party or entitybeyond the Extended Term hereinabove provided. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice of Tenant’s exercise of such option by no its election (the "Option Notice") not later than nine (9) months and no earlier months, nor sooner than twelve (12) months months, prior to the then scheduled expiration of the Original Term. Such Option Notice shall request Landlord's determination of the Market Rate within thirty (30) days and shall apply to the entire Premises and shall be unconditional and irrevocable by Tenant except as hereinafter provided. If Tenant fails to give the Option Notice to Landlord, the term of this Lease shall automatically terminate no later than the end of the Original Term, and provided Tenant shall have no further option to extend the term of this Lease, it being agreed that no Default exists at the time of giving such notice or at the commencement is of the Extension Term. If a Default exists at essence with respect to the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsOption Notice. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal term hereof pursuant to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 2.3, such extension shall be deemed binding automatically effected without the execution of any additional documents, but Landlord and conclusive on Tenant and shall, at the request of either, execute an amendment to this Lease, in a commercially reasonable form prepared by Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (confirming such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days extension of the giving of such notice term and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then Annual Fixed Rent for the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceExtended Term.
Appears in 2 contracts
Samples: Dexcom Inc, Dexcom Inc
Extension Option. (a) Provided (i) no Event of Default nor an event which, with the original Tenant passage of time and/or the giving of notice would constitute an Event of Default remains uncured (or tenant under a Permitted Transfer1) named herein is itself occupying greater than seventy-five percent (75%) as of the Premises at date of the time of giving its notice to exercise its option Extension Notice (hereinafter defined), and (2) at the commencement of the Extension Term (as defined hereinhereinafter defined); and (ii) Lessee’s interest in this Lease shall not have been assigned and no part of the Premises shall have been sublet, Tenant Lessee shall have the right and option (which may not be separated or severed from this Lease) to extend the Term for one (1) additional period term of five one (51) years year (an “Extension Term”). The right and option to so extend , commencing as of the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term Initial Term. Lessee must exercise such option to extend by giving Lessor written notice (the “Original TermExtension Notice”), provided ) on or before the date that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine is six (9) months and no earlier than twelve (126) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Initial Term of this Lease, time being of the essence essence. Upon the timely giving of such notice, the Initial Term shall be deemed extended upon all of the foregoing provisions. The Annual Base terms and conditions of this Lease, except that (a) Basic Rent payable during the each Extension Term shall be the greater calculated in accordance with this Section 33.0, Lessor shall have no obligation to provide a Lessee allowance or other Lessee inducement of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or any kind, (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser Lessor shall have no then-existing relationship with Landlord obligation to perform any Lessor’s Work or Tenant. The cost to construct or renovate the Premises or make any decorations or improvements thereto and expenses of each appraiser appointed separately by Tenant and Landlord (c) there shall be borne by no further right or option to extend the party who appointed Term. If Lessee fails to give timely notice, as aforesaid, Lessee shall have no further right to extend the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and LandlordTerm. Notwithstanding the foregoingfact that Lessee’s proper and timely exercise of such option to extend the Term shall be self-executing, if either party the parties shall fail promptly execute a lease amendment reflecting such Extension Term after Lessee exercises such option. The execution of such lease amendment shall not be deemed to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days waive any of the giving of such notice and if the failing party shall not respond by appointment conditions to Lessee’s exercise of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.rights under this Section 33.0
Appears in 2 contracts
Samples: Lease Modification (Aura Biosciences, Inc.), Lease Modification (Aura Biosciences, Inc.)
Extension Option. Provided that this Lease is in full force and effect, the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option be entitled to extend the Term this Lease for one (1) additional period term (hereinafter referred to as “Extension Term”) of five (5) years (“Extension Term”). The right and option to so extend years, commencing on the term shall be personal to first day next succeeding the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration last day of the last day of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Lease Term, upon the same terms and conditions and provisions as are provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided for in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Termthis Lease, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in (i) the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Basic Monthly Rent payable during the Extension Term shall be the greater of prevailing market rate, subject to escalation, as determined by Landlord, (aii) an amount equal to the Fair Market Rent Landlord has no obligation for the Premises as of the commencement date any tenant improvements or tenant allowances, and (iii) there shall be no further extension; provided, however, if Tenant is in Default hereunder at any time from Tenant’s delivery of the Extension Term or Notice (bhereinafter defined) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of to the commencement date of the such Extension Term, at Landlord’s option, such Extension Term shall be null and void. Tenant shall pay provide Landlord with written notice (“Extension Notice”) of its intent to exercise the Annual Base Rent payable for extension option not less than nine (9) months prior to the year immediately preceding the commencement expiration of the Extension Term until last day of the Annual Base Rent for initial Lease Term; upon Tenant’s failure to so provide the Extension Term is determinedNotice, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as time being of the commencement essence, Tenant shall have no further right to extend the Lease. Upon receipt of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify advise Tenant of Landlord’s estimate determination of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental prevailing market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser rate within ten (10) days of such receipt (except if Robert Sandler is on vacation, then within five (5) days of Robert Sandler returning from vacation). Upon receipt of Landlord’s determixxxxxx, xx Xxxant disagrees with Landlord’s prevailing markex xxxx, Xxxxxx may negotiate with Landlord for a period of twenty (20) days. If Tenant and Landlord fail to agree on the giving prevailing market rate, Tenant shall have the right to withdraw its Extension Notice by notice in writing or electronically to Landlord delivered prior to the expiration of such notice and if the failing party shall not respond by appointment of its appraiser within said twenty (10) day 20)-day period, then in which case Tenant shall have no further right to extend the appraiser appointed by Lease. Reference to the other xxxxx word “Term” hereunder shall be mean and include the sole appraiser whose choice of either the Landlord’s initially stated term, as well as any extensions or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencerenewals thereof, including any exercised (but not rescinded) Extension Term.
Appears in 2 contracts
Samples: Office Lease (Technest Holdings Inc), Office Lease (Technest Holdings Inc)
Extension Option. Provided that Tenant is in compliance with all the original Tenant terms and conditions of this Lease and has not been in default of this Lease beyond any applicable cure period during the last thirty-six (or tenant under a Permitted Transfer36) named herein is itself occupying greater than seventy-five percent (75%) months of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein)Lease Term, Tenant shall have the right and option ("Option") to extend the Term of this Lease for one (1) additional period of five three (53) years (“Extension the "Option Term”)") on the same terms and conditions of this Lease as are provided for in the initial Term, except as provided below in this Section 3.2 or in Section 3.3 and without any free rent periods or Tenant Improvement allowances. The right and option to so extend Option Term shall commence upon the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon date of expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease. To exercise its Option, time being Tenant must give written notice to Landlord that Tenant is exercising its Option at least six (6) months before the date of expiration of the essence initial Term. Once such notice is delivered to Landlord, such notice shall be irrevocable by Tenant. If, in Landlord's reasonable discretion, Landlord determines that the creditworthiness of Tenant is materially less than the creditworthiness of Tenant as of the foregoing provisionsLease's execution date, Landlord may nullify Tenant's exercise of its Option by written notice to Tenant. The Annual Base Rent payable during Tenant acknowledges and agrees that notwithstanding anything to the Extension Term contrary in this Lease, the right to exercise the Option shall not extend to any assignee or subtenant of Tenant, or to any space assigned or subleased by Tenant, and any attempt to exercise the Option by any such assignee or subtenant, or by Tenant in connection with such assigned or subleased space, shall be deemed null and void. Tenant further acknowledges and agrees that the greater amount of (a) the Security Deposit payable by Tenant for the Option Term may be increased to an amount equal to the Fair Market Rent for the Premises as first monthly installment of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceOption Term.
Appears in 1 contract
Extension Option. 50.01 (i) Provided that Tenant is not in default under this Lease beyond the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises grace period applicable to such default, if any, at the time of giving its notice to exercise of its option and at under this Section 50 or on the commencement Expiration Date, the tenant first named herein (the “Named Tenant”) shall occupy not less than ninety (90%) percent of the Extension Term (as defined herein)entire Premises for the conduct of its business on the Expiration Date, the Named Tenant shall have the right and option (the “Extension Right”) to extend the Term term of the Lease with respect to the entire Premises for one (1) additional period of a single five (5) years year period (the “Extension Term”"). The right and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to shall commence immediately upon expiration of on the initial two (2) year Term day after the Expiration Date (the “Original TermExtension Term Comm. Date”)) and shall expire on the fifth (5th) anniversary of the Expiration Date, provided that unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of the Lease or pursuant to Law. Tenant shall must give Landlord written notice of Tenant’s 's intention to exercise of such option by no later than nine three hundred sixty-five (9365) months and no earlier than twelve (12) months days prior to the then scheduled expiration Expiration Date, as to which date time is of the Original Termessence, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice notice, subject to the provisions of the first sentence of this Section 50.01 and Subsection (vii), the term of the Lease shall be extended without the requirement execution or delivery of any other or further action document, with the same force and effect as if the Extension Term had originally been included in the original term of the Lease. All of the terms, covenants and conditions of the Lease shall continue in full force and effect during the Extension Term, including items of additional rent and escalation which shall remain payable on the part terms herein set forth (provided, however that the provisions of either Landlord or Tenant. If Tenant Section 3.02 and Article 22 hereof shall fail to give timely notice of not be applicable during the exercise of such option as aforesaid, Extension Term) and Tenant shall have no further right to extend the Term of this Lease, time being term of the essence of Lease for any reason; provided, however, that in the foregoing provisions. The Annual Base Rent event that the fixed annual rent payable by Tenant for the Premises during the Extension Term shall be the greater of (a) an amount is equal to the Fair Market Escalated Rent for (as more particularly defined below) (1) the Premises phrase “Base Tax Year” as such term is defined in Article 32.0(iii) of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension TermLease, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as average of the commencement Real Estate Taxes payable for (x) New York City real estate tax year commencing on July 1, 2017 and ending on June 30, 2018, and (y) the New York City real estate tax year commencing on July 1, 2018 and ending on June 30, 2019, and (2) the phrase “Base Year” and “Base Insurance Year” as such terms are defined in Article 49.02 shall mean the average of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension NoticeExpenses or Building Insurance Expenses, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notificationas applicable, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord incurred in calendar year 2017 and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencecalendar year 2018.
Appears in 1 contract
Samples: Lease (Delcath Systems Inc)
Extension Option. (a) Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) that as of the Premises at date of the time of giving its notice to exercise its option specified below and at the commencement of the Extension Term (Term, as defined hereinbelow, Tenant is not in default beyond any applicable grace period and has not previously been in default of its obligations under this Lease beyond any applicable grace period during the immediately preceding 12 months and that Tenant has not assigned this Lease or sublet more than 30% of the Premises (excluding Permitted Transfers), Tenant shall have the right and option to extend the Term term of this Lease for one (1) 1 additional period of five (5) years (“Extension Term”). The right and option 5 years, such period to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence begin immediately upon the expiration of the initial two (2) year Term then current term of this Lease (the “Original "Extension Term”"). All of the terms, provided covenants and provisions of this Lease shall apply to such Extension Term except that the Annual Fixed Rent Rate for such Extension Term shall be the Fair Rental Value of the Premises at the commencement of such Extension Term, as designated by Landlord. If Tenant shall give elect to exercise any of the aforesaid options, it shall do so by giving Landlord notice in writing of Tenant’s exercise of such option by no its intention to do so not later than nine (9) months and no earlier than twelve (12) 15 months prior to the then scheduled expiration of the Original Term, and provided further then current term of this Lease. It is agreed that no Default exists at the time of giving such notice or at the commencement is of the essence of this Section 2.3. Accordingly, if Tenant fails timely to exercise its option for any Extension Term. If a Default exists at Term on or before the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s applicable exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaiddate specified above, Tenant shall have no further right or option to extend the Term term of this Lease, time being of the essence of the foregoing provisionsLease hereunder or otherwise. The Annual Base Rent payable during Original Term and the Extension Term shall be are herein together called the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence"term."
Appears in 1 contract
Samples: Breakaway Solutions Inc
Extension Option. Provided So long as this Lease is still in full force and effect, and the original named Tenant as set forth in Section 1.1 (or tenant under a Permitted Transferany successor by merger, or any Affiliate) named herein is itself occupying greater than seventy-five percent (75%) shall actually occupy at least 50% of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein)Premises, Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period (the “Extended Term”) of five (5) years (“Extension Term”)years. The right Extended Term shall commence on July 1, 2014 and option to so extend shall end on June 30, 2019. All of the term shall be personal to the Tenant executing terms, covenants and provisions of this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence applicable immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior Term shall apply to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, Extended Term except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in (i) the manner and within Annual Fixed Rent for the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Extended Term shall be the greater of Market Rate (aas hereinafter defined) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one Extended Term, as designated by Landlord by notice to Tenant (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of “Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion PeriodNotice”), but if Landlord subject to Tenant’s right to dispute as hereinafter provided; and (ii) Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with further right to extend the term of this Lease beyond the Extended Term hereinabove provided. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord or Tenantnotice of its election not later than January 1, 2014. The cost and expenses If Tenant fails to give such notice to Landlord, the term of each appraiser appointed separately by Tenant and Landlord this Lease shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord automatically terminate no later than June 30, 2014, and Tenant shall appoint their respective appraisers have no later than fifteen (15) days after further option to extend the expiration term of the Discussion Period and shall designate the appraisers so appointed this Lease unless otherwise agreed to by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent , it being agreed that time is of the space in question as essence with respect to the giving of such notice. If Tenant shall extend the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with term hereof pursuant to the provisions of this Section 2.3, such extension shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding automatically effected without the foregoingexecution of any additional documents, if either party shall fail to appoint its appraiser within but the period specified above (such party referred to hereinafter as parties shall, at either’s request, execute an agreement confirming the “failing party”) Annual Fixed Rent for the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceExtended Term.
Appears in 1 contract
Samples: Cuisine Solutions Inc
Extension Option. 2.2.1 Provided the original Tenant (that MD Beauty, Inc. has not assigned this Lease or tenant under a Permitted Transfer) named herein is itself occupying greater sublet more than seventytwenty-five percent (7525%) or all of the Premises to an entity other than a Permitted Transferee (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant under this Lease and its Permitted Transferees and shall not be transferable or exercisable for the benefit of any Transferee other than a Permitted Transferee), and provided Tenant is not in default under this Lease beyond any applicable notice and cure period at the time of giving its notice to exercise its option and or at any time thereafter until the commencement beginning of any such extension of the Extension Term (as defined herein)Term, Tenant shall have the right and option (the “Extension Option”) to extend the Term for one (1) additional consecutive period of five (5) years (“Extension TermPeriod”). The right and option , by giving written notice to so extend Landlord of the term shall be personal exercise of any such Extension Option at least twelve (12) months, but not more than fifteen (15) months, prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s . The exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension TermOption by Tenant shall be irrevocable and shall cover the entire Premises leased by Tenant pursuant to this Lease. If a Default exists at Upon such exercise, the time term of giving such notice or at the time Lease shall automatically be extended for the Extension Period without the execution of commencement any further instrument by the parties; provided that Landlord and Tenant shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effectOption. Prior to the exercise by Tenant of any such option, the expression “Term” The Extension Option shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend terminate if not exercised precisely in the manner and within the time period provided aforesaid, herein. Any extension of the Term shall be extended upon all the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaidterms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Tenant shall have no right further option to extend the Term of this the Lease; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, time being of renovation, alteration or improvement work in the essence of the foregoing provisions. The Annual Premises; and (iii) Base Rent payable during the for any such Extension Term Period shall be the greater of (a) an amount equal to the then Fair Market Rent Base Rental (as defined below) for the Premises as of for the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent space and term involved, which shall be determined in accordance with the provisions as set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Samples: Office Lease (Bare Escentuals Inc)
Extension Option. Provided the original Tenant (that Xxxx & Xxxxxx Markets, LLC has not assigned this Lease, or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) sublet any or all of the Premises at (it being intended that all rights pursuant to this provision are and shall be personal to the time original Lessee under this Lease and shall not be transferable or exercisable for the benefit of giving its notice to exercise its option and at the commencement of the Extension Term (as defined hereinany transferee), Tenant and provided that Lessee is not in default under this Lease, Lessee shall have the right and option options (each an "Extension Option") to extend the Term for one up to four (14) additional period consecutive periods of three (3) years and thereafter for up to two (2) additional consecutive periods of five (5) years (“each an "Extension Term”Period"). The right and option , by giving written notice to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration Lessor of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of any such option by no later than nine Extension Option at least six (96) months and no earlier months, but not more than twelve (12) months months, prior to the then scheduled expiration of the Original TermInitial Term or the prior Extension Period, as the case may be. The exercise of any Extension Option by Lessee shall be irrevocable and shall cover the entire Premises leased by Lessee pursuant to this Lease. Upon such exercise, the Term of the Lease shall automatically be extended for the applicable Extension Period without the execution of any further instrument by the parties; provided further that no Default exists at Lessor and Lessee shall, if requested by either party, execute and acknowledge an instrument confirming the time of giving such notice or at the commencement exercise of the Extension TermOption. If a Default exists at The failure of Lessee to exercise any Extension Option, or the time of giving such notice expiration or at the time of commencement termination of the Lease, shall terminate Lessee's right to exercise any subsequent Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null Option and void and of Lessee shall have no further force and effectright to renew or extend this Lease. Prior to the exercise by Tenant Any extension of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon all the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaidterms and conditions set forth in this Lease and all Exhibits thereto, Tenant except that (i) Lessee shall have no right further option to extend the Term of this the Lease, time being of the essence of the foregoing provisions. The Annual Base other than as specifically set forth herein; and (ii) Rent payable during the for any such Extension Term Period shall be the greater of (a) an amount equal to the then Fair Market Rent (as defined below) for the Premises as of for the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent space and term involved, which shall be determined in accordance with the provisions as set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Samples: Retail Lease (Dean & Deluca Inc)
Extension Option. Provided So long as this Lease is still in full force and effect and, unless Landlord shall waive the original Tenant Conditions (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) which it may do at any time in its discretion), the Conditions are met as of the Premises at the time of giving its notice to exercise its option and at the commencement date of the Extension Term Election Notice (as defined herein), such terms are hereinafter defined) Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period (the “Extended Term”) of five seven (57) years commencing on the day succeeding the expiration of the Original Term and ending on the day immediately preceding the seventh anniversary of the commencement of the Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the Original Term shall apply to the Extended Term except that (i) the Fixed Rent for the Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant (“Extension TermLandlord’s Notice”). The , but subject to Tenant’s right to dispute as hereinafter provided; and option (ii) Tenant shall have no further right to so extend the term of this Lease beyond the Extended Term hereinabove provided. If Tenant shall be personal elect to exercise the aforesaid option, it shall do so by giving Landlord notice (an “Election Notice”) of its election not later than one (1) year, nor sooner than fifteen (15) months, prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”). If Tenant fails to give such Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord, provided that Tenant the term of this Lease shall give Landlord notice of Tenant’s exercise of such option by automatically terminate no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration end of the Original Term, and provided Tenant shall have no further option to extend the term of this Lease, it being agreed that no Default exists at the time of giving such notice or at the commencement is of the Extension Term. If a Default exists at essence with respect to the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsElection Notice. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal term hereof pursuant to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 2.3, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be deemed binding and conclusive on Tenant and Landlord. Notwithstanding automatically effected without the foregoingexecution of any additional documents, if either but each party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) shall, at the other party may serve notice on party’s request, execute an agreement confirming the failing party requiring Fixed Rent for the failing xxxxx to appoint its appraiser within ten (10) days Extended Term. The “Conditions” are that there shall exist no Default of Tenant at the giving of such notice and if time Tenant gives the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceElection Notice.
Appears in 1 contract
Samples: Surgalign Holdings, Inc.
Extension Option. (a) Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) that as of the Premises at date of the time Extension Notice and as of giving its notice to exercise its option and at the commencement of the Extension Term (as defined i) this Lease is in full force and effect, (ii) the original Tenant named herein, or an assignee or subtenant of the original Tenant named herein for which Landlord’s consent is not required pursuant to Section 6.2.1(f) or Section 6.2.1(g) of this Lease, is in occupancy of the entire Premises, (iii) Tenant is not in default of its obligations under this Lease beyond any applicable grace period, and (iv) Tenant has not assigned this Lease or sublet all or any part of the Premises excepting only an assignment or sublease described in clause (ii), above, Tenant shall have the right and option to extend the Term of this Lease for one (1) additional period of five (5) years (the “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease and , such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence begin immediately upon the expiration of the initial two Original Term of this Lease. All of the terms, covenants and provisions of this Lease shall apply to such Extension Term, except that (2x) year the Annual Fixed Rent Rate for the Extension Term shall be the Fair Rental Value of the Premises at the commencement of such Extension Term, as determined pursuant to this Section 2.3 and (y) Landlord shall have no obligation to make any alterations or improvements to the “Original Term”)Premises, provided that or to provide any allowances, inducements or other payments of any kind to Tenant in connection therewith. If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice (an “Extension Notice”) in writing of Tenant’s exercise of such option by no later its intention to do so not earlier than nine eighteen (918) months and no earlier not later than twelve (12) months prior to the then scheduled expiration of the Original Term. Accordingly, and provided further that no Default exists at the time of giving such notice or at the commencement of if Tenant fails timely to exercise its option for the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of Term and to deliver the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to Notice on or before the exercise by Tenant of any such optiondate specified above, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, then Tenant shall have no further right or option to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term Lease hereunder or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceotherwise.
Appears in 1 contract
Extension Option. Provided the original that a Default of Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein)does not then exist hereunder, Tenant shall have the right and option (the "EXTENSION OPTION") to extend the Term of this Lease for one (1) an additional period of five (5) years years, commencing on the seventh (“Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration 7th) anniversary of the initial two Term Commencement Date and expiring on the day immediately preceding the twelfth (212th) year anniversary of the Term Commencement Date (the “Original Term”"EXTENSION TERM"), provided that with such Extension Option to be exercised by Tenant shall give delivering to Landlord written notice of Tenant’s exercise of such option by no later thereof (the "TENANT EXTENSION NOTICE") not less than nine (9) months and no earlier not more than twelve (12) months prior to the then scheduled expiration of the Original Term. The Extension Term shall be upon all the same terms, covenants and conditions as the Initial Term, except (i) as to Basic Rent, which shall be determined as set forth in SECTION 1.1, (ii) that Tenant shall have no further extension rights unless otherwise agreed to in writing by Landlord, (iii) no additional payment shall be required by Tenant with respect to the Security Deposit or by Landlord with respect to Landlord's Contribution, and provided further that no Default exists at the time (iv) Tenant shall not be entitled to any period of giving "free rent" with respect to such notice or at the commencement Extension Term. Such exercise of the Extension TermOption shall be subject to Tenant's right to revoke such election upon an Impasse in accordance with SECTION 1.1 within the three-day revocation period set forth therein. If a Default exists at Notwithstanding any provision herein to the time of giving such notice or at the time of commencement of the Extension Termcontrary, Tenant’s exercise of such option shall, at the option of Landlord, 's Extension Option shall be null and void and of no further force and effect. Prior to upon the exercise by Tenant occurrence of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in of the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable events: (i) Tenant's failure to exercise the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in Option by the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement aforementioned date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Termherein, or (ii) Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determinedassigning its interest in this Lease, or (iii) subleases are, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s time Tenant delivers to Landlord a Tenant Extension Notice, Landlord shall notify Tenant of Landlord’s estimate in effect with respect to more than 25% of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencePremises Rentable Area.
Appears in 1 contract
Samples: Lease (Beacon Power Corp)
Extension Option. Section 2 of the First Addendum to Lease is hereby deleted in its entirety and is of no further force or effect. Provided that (i) Alpha and Omega Semiconductor Incorporated, a California corporation, has not assigned the Lease or sublet any or all of the Premises other than to a Permitted Transferee (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant (under the Lease and shall not be transferable or tenant under exercisable for the benefit of any transferee other than a Permitted TransferTransferee), and (ii) named herein is itself occupying greater than seventy-five percent (75%) no Event of Tenant’s Default exists under the Premises Lease, as amended hereby, at the time of giving its notice to exercise its option and or at any time thereafter until the commencement beginning of such extension of the Extension Term (as defined herein)Lease Term, Tenant shall have the right and option (the “Extension Option”) to extend the Lease Term for one (1) additional consecutive period of five (5) years (the “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original TermPeriod”), provided that Tenant shall give by giving written notice to Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaidExtension Option at least twelve (12) months, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has but not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later more than fifteen (15) days after such notificationmonths, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof prior to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and Extended Lease Term. Tenant’s exercise outside of the period between such dates shall designate the appraisers so appointed by notice to the other partybe of no force or effect. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement exercise of the Extension Term Option by Tenant shall be irrevocable and shall notify cover the entire Premises leased by Tenant pursuant to the Lease, as amended hereby. Upon such exercise, the term of the Lease shall automatically be extended for the Extension Period without the execution of any further instrument by the parties; provided that Landlord and Tenant of its determination no later than sixty (60) days after shall, if requested in writing by either party, execute and acknowledge an instrument confirming the end exercise of the Discussion PeriodExtension Option. The Any extension of the Lease Term shall be upon all the terms and conditions set forth in the Lease, as amended hereby, and all Exhibits thereto, except that: (i) Tenant shall have no further option to extend the Lease Term; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the Premises; (iii) Landlord shall not be obligated to pay any fee or commission to any broker; and (iv) Base Monthly Rent for the Extension Period shall be one hundred percent (100%) of the then Fair Market Rent of Base Rental (as defined below) for the subject Premises for the space determined in accordance with the provisions of this Section and term involved, which shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter determined as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencebelow.
Appears in 1 contract
Extension Option. Provided the original So long as there exists no Default of Tenant, this Lease is still in full force and effect, and Tenant shall not have sublet, assigned or otherwise transferred all or any portion of its interest under this Lease (or tenant under a Permitted Transfer) named herein is itself occupying greater other than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined hereinAffiliates), Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period (the "EXTENDED TERM") of five (5) years (“Extension Term”)years. The right and option to so extend Extended Term shall commence on the term shall be personal to day succeeding the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, Term and provided further that no Default exists at shall end on the time day immediately preceding the fifth anniversary of giving such notice or at the commencement of the Extension Extended Term. If a Default exists at the time All of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the our terms, covenants, conditions, covenants and provisions and agreements in the of this Lease contained herein shall be applicable apply to the Extension Term, each such Extended Term except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in (i) the manner and within Annual Fixed Rent for the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Extended Term shall be the greater of Market Rate (aas hereinafter defined) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be Property determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Extended Term, as designated by Landlord by notice to Tenant ("LANDLORD'S NOTICE"), but subject to Tenant's right to dispute as hereinafter provided; and (ii) Tenant shall have no further right to extend the term of this Lease beyond the Extended Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Renthereinabove provided. If Tenant disputes Landlord’s estimate of Fair Market Rent within fails to give any such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated Landlord, this Lease shall appoint the Neutral Appraiser no later than fifteen (15) days after automatically terminate at the end of the Discussion Period Original Term then in effect, and Tenant shall designate such appraiser by notice have no further option to Landlord and Tenant. The Neutral Appraiser shall then choose either extend the Landlord’s estimate term of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent this Lease, it being agreed that time is of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance essence with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail respect to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of any such notice and if notice. If Tenant gives such notice, the failing party shall not respond by appointment extension of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx this Lease shall be automatically effected without the sole appraiser whose choice execution of either the Landlord’s or the any additional documents, subject to Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence's right to cancel such election as hereinafter provided.
Appears in 1 contract
Samples: Biotransplant Inc
Extension Option. (a) Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises that at the time of giving its notice to such exercise its option and at upon the commencement of the Extension Extended Term (i) there then exists no Default or condition which, with the giving of notice or passage of time or both, would constitute a Default, (ii) this Sublease is then in full force and effect, and (iii) Subtenant or Subtenant’s Permitted Transferee is in actual occupancy of not less than [***] ([***]) full floors of the Subleased Premises, Subtenant shall have one (1) option to extend the Initial Term of the Sublease (the “Extension Option”) for the Subleased Premises beginning on the day immediately following the Sublease Expiration Date (the “Extended Term Commencement Date”) and ending on March 30, 2030 (the “Extended Term”) on the same terms and conditions as defined hereinset forth herein (other than Base Rent), Tenant by giving Sublandlord written notice of its election to exercise such Extension Option at least fifteen (15) months, but not more than eighteen (18) months, prior to the expiration of the Initial Term. Provided the conditions set forth in the foregoing clauses (i), (ii) and (iii) shall have been satisfied, the right giving of such notice by Subtenant shall automatically extend the Initial Term for the Extended Term, and no instrument of renewal need be executed. In the event that Subtenant fails to give such notice to Sublandlord, this Sublease shall automatically terminate at the end of the Initial Term, and Subtenant shall have no further option to extend the Initial Term, it being agreed that time is of the essence with respect to the giving of such notice. The Extended Term shall be on all the terms and conditions of this Sublease, except that during the Extended Term, Subtenant shall have no further option to extend the Term and the rent for one the Extended Term shall be determined as provided in Subsections 5(c) though (1) additional period of five (5) years (“h), inclusive, below. Subtenant’s Extension Term”). The right and option to so extend the term Option shall be personal to the Tenant executing this Lease original Subtenant and such right and option may not shall be void if the interest of Subtenant is assigned or transferred to any entity other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencePermitted Transferee.
Appears in 1 contract
Extension Option. (a) Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) that as of the Premises at date of the time Extension Notice (as hereinafter defined) and as of giving its notice to exercise its option and at the commencement of the Extension Term (i) this Lease is in full force and effect, (ii) the original Tenant or any Permitted Assignee (as defined herein)in Section 6.2.1) named herein is in occupancy of the entire Premises, (iii) Tenant is not in default beyond any applicable grace period, and (iv) Tenant has not assigned this Lease or sublet all or any part of the Premises, Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period of five (5) years years, such period to begin immediately upon the expiration of the Original Term of this Lease (the “Extension Term”). The right All of the terms, covenants and option provisions of this Lease shall apply to so extend such Extension Term, except that (x) the term Annual Fixed Rent Rate for the Extension Term shall be personal equal to 95% of the Fair Rental Value of the Premises at the commencement of such Extension Term, as determined pursuant to this Section 2.3, and (y) Landlord shall have no obligation to make any alterations or improvements to the Premises, or to provide any allowances, inducements or other payments of any kind to Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entityin connection therewith. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice (an “Extension Notice”) in writing of Tenant’s exercise of such option by no its intention to do so not later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original TermTerm of this Lease. Accordingly, and provided further that no Default exists at the time of giving such notice or at the commencement of if Tenant fails timely to exercise its option for the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of Term and to deliver the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to Notice on or before the exercise by Tenant of any such optiondate specified above, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, then Tenant shall have no further right or option to extend the Term term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term Lease hereunder or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceotherwise.
Appears in 1 contract
Samples: Sublease (Tokai Pharmaceuticals Inc)
Extension Option. Provided So long as this Lease is still in full force and effect, and subject to the original Tenant Conditions (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises as hereinafter defined), which Landlord may waive, in its discretion, at the time of giving its any time, but only by notice to exercise its option and at the commencement of the Extension Term (as defined herein)Tenant, Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period (the “Extended Term(s)”) of five (5) years years, commencing on March 1, 2031, and ending on February 29, 2036. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the Original Term shall apply to the Extended Term except that (i) the Annual Fixed Rent for the Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant (“Extension TermLandlord’s Notice”). The , but subject to Tenant’s right to dispute as hereinafter provided; and option (ii) Tenant shall have no further right to so extend the term shall be personal to the Tenant executing of this Lease and such right and option may not be assigned or transferred to any other party or entitybeyond the Extended Term hereinabove provided. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that If Tenant shall so request by notice to Landlord not earlier than November 30, 2029, Landlord shall {B2323618; 13} give Tenant its Landlord Notice within thirty (30) days of such request. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice (an “Election Notice”) of Tenant’s exercise its election not later than February 28, 2030. If Tenant fails to give such Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord, the term of such option by this Lease shall automatically terminate no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration end of the Original Term, and provided Tenant shall have no further option to extend the term of this Lease, it being agreed that no Default exists at the time of giving such notice or at the commencement is of the Extension Term. If a Default exists at essence with respect to the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsElection Notice. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal term hereof pursuant to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 2.4, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be deemed binding and conclusive on automatically effected without the execution of any additional documents, but Tenant shall, at Landlord’s request, execute an agreement confirming the Annual Fixed Rent for the Extended Term. The “Conditions” are that, as of the date of the Election Notice there shall exist no Default of Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter named Tenant as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of in Section 1.1 (or any successor by Merger, or any Affiliate as defined in Subsection 6.2.1) shall actually occupy the essenceentire Premises.
Appears in 1 contract
Samples: Lease (Pc Tel Inc)
Extension Option. Provided that Tenant is in compliance with all the original Tenant (terms and conditions of this Lease or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises not in default beyond any applicable cure period both at the time of giving its notice to Tenant's exercise its option of this Option and at the commencement of time the Extension Option Term (as defined herein)is scheduled to commence, Tenant shall have the right and option ("Option") to extend the Term term of this Lease for one two (12) additional period periods of five (5) years each (“Extension the "Option Term”)") on the same terms and conditions of this Lease as are provided for in the initial Term, except as provided below in this Section 3.2 or in Section 3.3. The right and option to so extend Option Term shall commence upon the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon date of expiration of the initial two (2) year Term (the “Original Term”)of this Lease. To exercise its Option, provided Tenant must give written notice to Landlord that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than is exercising its Option at least twelve (12) months prior to before the then scheduled date of expiration of the Original initial Term. If, in Landlord's reasonable discretion, Landlord determines that the creditworthiness of Tenant is materially less than the creditworthiness of Tenant as of the Lease's execution date, Landlord may nullify Tenant's exercise of its Option by written notice to Tenant. Tenant acknowledges and agrees that notwithstanding anything to the contrary in this Lease, the right to exercise the Option shall not extend to any assignee or subtenant of Tenant, or to any space assigned or subleased by Tenant, and provided further that no Default exists at any attempt to exercise the time of giving Option by any such notice assignee or at the commencement of the Extension Term. If a Default exists at the time of giving subtenant, or by Tenant in connection with such notice assigned or at the time of commencement of the Extension Termsubleased space, Tenant’s exercise of such option shall, at the option of Landlord, shall be deemed null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Termvoid, except that there such option shall be no extend to any Permitted Transferee or subtenant as defined in Section 15. Tenant further extension terms. If Tenant shall give notice of its exercise of said option to extend in acknowledges and agrees that the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice amount of the exercise of such option as aforesaid, Security Deposit payable by Tenant shall have no right for the Option Term may be increased to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as first monthly installment of the commencement date of the Extension Term or (b) the Annual Base Fixed Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceOption Term.
Appears in 1 contract
Extension Option. Provided So long as this Lease is still in full force and effect, and subject to the original Tenant Conditions (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises as hereinafter defined), which Landlord may waive, in its discretion, at the time of giving its any time, but only by notice to exercise its option and at the commencement of the Extension Term (as defined herein)Tenant, Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period (the “Extended Term”) of four (4) years. The Extended Term shall commence on the day succeeding the expiration of the Original Term and shall end on the day immediately preceding the fourth anniversary of the commencement of the Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the then current term Original Term shall apply to the Extended Term except that (i) the Annual Fixed Rent for the Extended Term shall be ninety-five percent (595%) years of the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant (“Extension TermLandlord’s Notice”). The , but subject to Tenant’s right and option to so dispute as hereinafter provided, Tenant shall have no further right to extend the term of this Lease beyond the Extended Term. If Tenant shall be personal elect to exercise the aforesaid option, it shall do so by giving Landlord notice of its election (the “Election Notice”) not sooner than one (1) year, nor later than eight (8) months, prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”). If Tenant fails to give such Election Notice to Landlord, provided that Tenant the term of this Lease shall give Landlord notice of Tenant’s exercise of such option by automatically terminate no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration end of the Original Term, and provided Tenant shall have no further option to extend the term of this Lease, it being agreed that no Default exists at the time of giving such notice or at the commencement is of the Extension Term. If a Default exists at essence with respect to the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsElection Notice. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal term hereof pursuant to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 2.3, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be automatically effected without the execution of any additional documents, but Tenant shall, at Landlord’s request, execute an agreement confirming the Annual Fixed Rent for the Extended Term. The “Conditions” are that, as of the date of the Election Notice there shall exist no Default of Tenant and the named Tenant as set forth in Section 1.1 (or any successor by Merger, or any Affiliate as defined in Section 6.2.1) shall actually occupy the entire Premises. Notwithstanding any provision of this Section 2.3 to the contrary, if Landlord’s Notice shall contain the Relocation Request, then Tenant may withdraw and cancel its Election Notice by notice given to Landlord not later than twenty (20) days after Landlord’s Notice (time being of the essence), in which case Tenant’s Election Notice shall be null, void and of no effect and the term of this Lease shall expire not later than the expiration of the Original Term as if the Election Notice had never been given. If Tenant shall not withdraw the Election Notice timely, then Landlord may relocate Tenant in accordance with the Relocation Request and Section 2.1, and in such case, all references in this Section 2.3 to the “Premises” shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding to refer to the foregoing, if either party shall fail to appoint its appraiser within substitute space identified in the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.Relocation Request
Appears in 1 contract
Samples: Lease (Leap Therapeutics, Inc.)
Extension Option. Provided that Natus Medical, Inc. has not assigned this Lease or sublet any or all of the Premises other than to an Affiliate (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant (under this Lease and its Affiliates and shall not be transferable or tenant exercisable for the benefit of any Transferee other than an Affiliate), and provided Tenant is not in default under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises this Lease beyond any applicable cure period at the time of giving its notice to exercise its option and or at any time thereafter until the commencement beginning of any such extension of the Extension Term (as defined herein)Term, Tenant shall have the right and option (the "EXTENSION OPTION") to extend the Term for one (1) additional consecutive period of five (5) years (“"EXTENSION PERIOD"), by giving written notice to Landlord of the exercise of any such Extension Term”). The right and option to so extend the term shall be personal Option at least twelve (12) months, but not more than fifteen (15) months, prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (Term. The exercise of any Extension Option by Tenant shall be irrevocable and shall cover the “Original Term”)entire Premises leased by Tenant pursuant to this Lease. Upon such exercise, the term of the Lease shall automatically be extended for the applicable Extension Period without the execution of any further instrument by the parties; provided that Landlord and Tenant shall give Landlord notice of Tenant’s shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension TermOption. If a Default exists at the time of giving such notice or at the time of commencement of the Any Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” Option shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend terminate if not exercised precisely in the manner and within the time period provided aforesaid, herein. Any extension of the Term shall be extended upon all the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaidterms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Tenant shall have no right further option to extend the Term of this the Lease, time being other than as specifically set forth herein; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the essence of the foregoing provisions. The Annual Premises; and (iii) Base Rent payable during the for any such Extension Term Period shall be the greater of (a) an amount equal to the then Fair Market Rent Base Rental (as defined below) for the Premises as of for the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent space and term involved, which shall be determined in accordance with the provisions as set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Extension Option. Provided So long as this Lease is still in full force and effect, and subject to the original Tenant Conditions (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises as hereinafter defined), which Landlord may waive, in its discretion, at the time of giving its any time, but only by notice to exercise its option and at the commencement of the Extension Term (as defined herein)Tenant, Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period (the “Extended Term”) of five three (53) years years, commencing on the day succeeding the expiration of the Original Term and ending on the day immediately preceding the third anniversary of the commencement of the Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the then Original Term shall apply to the Extended Term except that (i) the Annual Fixed Rent for the Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant (“Extension TermLandlord’s Notice”). The , but subject to Tenant’s right and option to so dispute as hereinafter provided, Tenant shall have no further right to extend the term of this Lease beyond the Extended Term. If Tenant shall be personal elect to exercise the aforesaid option, it shall do so by giving Landlord notice of its election (the “Election Notice”) not sooner than one (1) year, nor later than eight (8) months, prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”). If Tenant fails to give such Election Notice to Landlord, provided that Tenant the term of this Lease shall give Landlord notice of Tenant’s exercise of such option by automatically terminate no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration end of the Original Term, and provided Tenant shall have no further option to extend the term of this Lease, it being agreed that no Default exists at the time of giving such notice or at the commencement is of the Extension Term. If a Default exists at essence with respect to the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsElection Notice. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal term hereof pursuant to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 2.3, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be automatically effected without the execution of any additional documents, but Tenant shall, at Landlord’s request, execute an agreement confirming the Annual Fixed Rent for the Extended Term. The “Conditions” are that, as of the date of the Election Notice there shall exist no Default of Tenant and the named Tenant as set forth in Section 1.1 (or any successor by Merger, or any Affiliate as defined in Section 6.2.1) shall actually occupy the entire Premises. Notwithstanding any provision of this Section 2.3 to the contrary, if Landlord’s Notice shall contain the Relocation Request, then Tenant may withdraw and cancel its Election Notice by notice given to Landlord not later than twenty (20) days after Landlord’s Notice (time being of the essence), in which case Tenant’s Election Notice shall be null, void and of no effect and the term of this Lease shall expire not later than the expiration of the Original Term as if the Election Notice had never been given. If Tenant shall not withdraw the Election Notice timely, then Landlord may relocate Tenant in accordance with the Relocation Request and Section 2.1, and in such case, all references in this Section 2.3 to the “Premises” shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding to refer to the foregoing, if either party shall fail to appoint its appraiser within substitute space identified in the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceRelocation Request.
Appears in 1 contract
Samples: Leap Therapeutics, Inc.
Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), 2.3.1 Tenant shall have the right and option to extend the Term for one (1) additional period of five (5) years (the “Extension Term”). The right and option to so extend ) commencing upon the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year original Term referred to in Section 2.2 (the “Original Term”), provided that Tenant shall give Landlord written notice of TenantXxxxxx’s irrevocable exercise of such option by no later than at least nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, as the same may have been extended to date, and provided further that no Default exists at both the time of the giving such notice and at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at : (a) the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further Lease is in full force and effect, (b) Tenant is not in default, beyond applicable notice and cure periods, in the performance or observance of any of the terms and provisions of this Lease on the part of the Tenant to be performed or observed, (c) Tenant has neither assigned the Lease nor sublet all or a portion of the Premises (other than as part of a Permitted Transfer (as such term is hereinafter defined)), and (d) Tenant is occupying the entire Premises (other than any portion of the Premises occupied by a subtenant or assignee pursuant to a Permitted Transfer). Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term, and after the exercise by Tenant of such option, the expression “Term” shall mean the Original Term as it has been extended by the Extension Term. Except as expressly otherwise provided in the following paragraph, all All the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there (i) Landlord shall not be obligated to undertake any Landlord Work or leasehold improvements or otherwise prepare the Premises for Tenant or provide any tenant allowance to Tenant, (ii) the Annual Base Rent shall be as set forth below, and (iii) in no further extension terms. If event shall Tenant shall give notice of its exercise of said option to extend in have the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later more than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Samples: Cambridge Heart Inc
Extension Option. (A) Provided the original that Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement satisfies all of the Extension Term Option Conditions, as hereinafter defined (as defined hereinany of which Extension Option Conditions Landlord may waive by written notice to Tenant), Tenant shall have the right and option to extend the Lease Term for one up to two (12) additional period periods of five (5) years each upon all the same terms, conditions, covenants and agreements herein contained, except (“Extension Term”). The right and i) the Annual Fixed Rent shall be adjusted during the option period as hereinbelow set forth, (ii) there shall be no further option to so extend the term shall be personal to the Tenant executing Term of this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of after the initial two second (22nd) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Extended Term, and provided further that no Default exists at (iii) Tenant shall not receive any free rent or abatement with respect to the time of giving such notice or at Premises for the commencement of the Extension Extended Term. If Each option period is sometimes herein referred to as the “Extended Term.” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a Default exists at the time result of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein Tenant shall be applicable deemed to have satisfied the “Extension Term, except that there shall be no further extension terms. If Tenant shall give notice Option Conditions” if: (1) at the time of its exercise of said the herein described option to extend there exists no continuing monetary or material non-monetary Event of Default, and this Lease is then in the manner full force and within the time period provided aforesaideffect, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a2) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions Extended Term, there exists no continuing Event of Default pursuant to subsections (f) through (k) of Section 15.1, and this Lease is then existing. No later than the one (1) month after Tenant’s Extension Noticein full force and effect, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each at the time of whom shall have at least five (5) years experience in exercise of the Lexington office rental market and each of whom is hereinafter referred herein described option to as “appraiser”extend, Tenant and Landlord shall each appoint one such appraiser and is not then subletting more than fifty percent (50%) of the two appraisers so appointed shall appoint Rentable Floor Area of the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship current Premises, except for a Permitted Transfer permitted in accordance with Section 12.2 hereof (“Extension Option Occupancy Test”); Landlord or Tenant. The cost and expenses of each appraiser appointed separately by hereby agreeing, however, that if Tenant and Landlord shall be borne by fails to satisfy the party who appointed the appraiser. The cost and expenses Extension Option Occupancy Test as of the third appraiser shall time of option exercise, Tenant will be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after deemed to have satisfied the expiration of Extension Option Occupancy Test, if the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space Extension Option Occupancy Test is satisfied in question all respects as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceExtended Term.
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Samples: Boston, Massachusetts (Rapid7, Inc.)
Extension Option. 50.01 (i) Provided that Tenant is not in default under this Lease beyond the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises grace period applicable to such default, if any, at the time of giving its notice to exercise of its option and at under this Section 50 or on the commencement Expiration Date, the tenant first named herein (the “Named Tenant”) shall occupy not less than ninety (90%) percent of the Extension Term (as defined herein)entire Premises for the conduct of its business on the Expiration Date, the Named Tenant shall have the right and option (the “Extension Right”) to extend the Term term of the Lease with respect to the entire Premises for one (1) additional period of a single five (5) years year period (the “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to shall commence immediately upon expiration of on the initial two (2) year Term day after the Expiration Date (the “Original TermExtension Term Comm. Date”)) and shall expire on the fifth (5th) anniversary of the Expiration Date, provided that unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of the Lease or pursuant to Law. Tenant shall must give Landlord written notice of Tenant’s intention to exercise of such option by no later than nine three hundred sixty-five (9365) months and no earlier than twelve (12) months days prior to the then scheduled expiration Expiration Date, as to which date time is of the Original Termessence, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice notice, subject to the provisions of the first sentence of this Section 50.01 and Subsection (vii), the term of the Lease shall be extended without the requirement execution or delivery of any other or further action document, with the same force and effect as if the Extension Term had originally been included in the original term of the Lease. All of the terms, covenants and conditions of the Lease shall continue in full force and effect during the Extension Term, including items of additional rent and escalation which shall remain payable on the part terms herein set forth (provided, however that the provisions of either Landlord or Tenant. If Tenant Section 3.02 and Article 22 hereof shall fail to give timely notice of not be applicable during the exercise of such option as aforesaid, Extension Term) and Tenant shall have no further right to extend the Term of this Lease, time being term of the essence of Lease for any reason; provided, however, that in the foregoing provisions. The Annual Base Rent event that the fixed annual rent payable by Tenant for the Premises during the Extension Term shall be the greater of (a) an amount is equal to the Fair Market Escalated Rent for (as more particularly defined below) (1) the Premises phrase “Base Tax Year” as such term is defined in Article 32.0(iii) of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension TermLease, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as average of the commencement Real Estate Taxes payable for (x) New York City real estate tax year commencing on July 1, 2017 and ending on June 30, 2018, and (y) the New York City real estate tax year commencing on July 1, 2018 and ending on June 30, 2019, and (2) the phrase “Base Year” and “Base Insurance Year” as such terms are defined in Article 49.02 shall mean the average of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension NoticeExpenses or Building Insurance Expenses, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notificationas applicable, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord incurred in calendar year 2017 and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencecalendar year 2018.
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Extension Option. Provided (a) So long as this Lease is in full force and effect and Tenant is not in default beyond any applicable notice and cure period in the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) performance of any of the Premises covenants or terms and conditions of this Lease at the time of giving its notice notification to exercise its option and Landlord or at the time of commencement of the Extension Term (Period, as defined herein)that term is hereinafter defined, Tenant shall have the right and option (the “Extension Option”) to extend the Term for the entire Premises for one (1) additional period of five (5) years (the “Extension TermPeriod”). The right and option to so extend , which Extension Period shall commence upon the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two Term upon the same terms and conditions of this Lease, except that the Base Rent during the Extension Period shall be at an annual rate equal to ninety five percent (295%) year Term of thee then current fair market value rate for lease renewals and extensions comparable to this Lease for space comparable to the Premises in the Building, taking into account such factors as tenant improvement allowances, rent concessions and rental escalations (the “Original TermFMR”), provided that subject to the following terms and conditions: Tenant shall give provide Landlord notice with written notice, of Tenant’s exercise its desire to extend the Term of such option by no later than this Lease nine (9) months prior to the expiration of the initial Term. In the event Tenant timely exercises this Extension Option, this Lease shall be deemed extended and no earlier than twelve the FMR shall be determined as set forth below. In the event that Landlord does not receive Tenant’s written notice nine (129) months prior to the then scheduled expiration of the Original initial Term, and provided further that no Default exists at the time of giving then such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, Option shall be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” or effect this Lease shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action expire on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option Expiration Date (as aforesaidthat term is defined in Article I), and if requested by Landlord, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) execute an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable instrument in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof form and substance acceptable to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within confirming such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencefacts.
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Extension Option. Provided The Borrower may request that the original Tenant Total Commitments be renewed for additional one year periods by providing notice of such request (or tenant under such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a Permitted Transfer) named herein is itself occupying greater calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than seventy-five percent (75%) the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Premises at Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the time then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in 509265-1292-17123-Active.40387902.9 this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of giving the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its notice Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to exercise its option any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the commencement Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Extension Term (as defined herein), Tenant shall Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and option the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Term for one Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (1) additional period of five (5) years (“Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise one of such option by no later than nine (9) months and no earlier than twelve (12) months extensions is the 2022it being understood that the 2023 Extension shall deemed to occur prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”Third Amendment Effective Date), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (at least 75%) % of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for one (1) additional period of five (5) years (“Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two six (26) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term Tenn is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder under market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx party to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx party shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Samples: Office Lease Agreement (Gomez Inc)
Extension Option. Provided So long as this Lease is still in full force and effect, and subject to the original Tenant Conditions (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises as hereinafter defined), which Landlord may waive, in its discretion, at the time of giving its any time, but only by notice to exercise its option and at the commencement of the Extension Term (as defined herein)Tenant, Tenant shall have the right and option to extend the Term of this Lease for one (1) additional period (the “Option Term”) of five (5) years (“Extension Term”)years. The right and option to so extend Option Term shall commence on the term shall be personal to day succeeding the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two Term, and shall end on the day immediately preceding the fifth (25th) year anniversary of the commencement of the Option Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the initial Term shall apply to the Option Term except that (i) the Annual Fixed Rent for the Option Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Option Term, as designated by Landlord by written notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided; and (ii) Tenant shall have no further right to extend the Term of this Lease beyond the Option Term hereinabove provided. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice of its election (the “Original TermElection Notice”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no ) not later than nine (9) months and no earlier than twelve (12) months months, nor sooner than eighteen (18) months, prior to the then scheduled expiration of the Original initial Term. If Tenant fails to give any such Election Notice to Landlord timely or the Conditions are neither satisfied nor waived by Landlord, the Term of this Lease shall automatically terminate no later than the end of the initial Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right further option to extend the Term of this Lease, time it being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.agreed
Appears in 1 contract
Samples: Archer Aviation Inc.
Extension Option. Provided So long as this Lease is still in full force and effect, and subject to the original Tenant Conditions (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises as hereinafter defined), which Landlord may waive, in its discretion, at the time of giving its any time, but only by notice to exercise its option and at the commencement of the Extension Term (as defined herein)Tenant, Tenant shall have the right and option to extend the Term term of this Lease for one two (12) additional period periods (the “Extended Term(s)”) of five (5) years each commencing on the day succeeding the expiration of the Original Term or the preceding Extended Term, as the case may be, and ending on the day immediately preceding the fifth (5th) anniversary of the commencement of such Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the then current term (i.e. Original Term or Extended Term, as applicable) shall apply to each Extended Term except that (i) the Annual Fixed Rent for each Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant (“Extension Term”Landlord ‘s Notice” ). The , but subject to Tenant’s right to dispute as hereinafter provided; and option (ii) Tenant shall have no further right to so extend the term of this Lease beyond the Extended Terms hereinabove provided. If Tenant shall be personal so request by notice to Landlord not earlier than fourteen (14) (and not later than twelve (12)) months prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two then current term of this Lease (2) year Original Term (the “Original or Extended Term”, as applicable), provided that Landlord shall give Tenant its Landlord Notice within fifteen (15) Business Days of such request. If Tenant shall give elect to exercise either of the aforesaid options, it shall do so by giving Landlord notice (an “Election Notice”) of Tenant’s exercise of such option by no its election not later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the then current term of this Lease (Original Term or Extended Term, and provided further that as applicable). If Tenant fails to give any such Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord, the term of this Lease shall automatically terminate no Default exists at later than the time of giving such notice or at the commencement end of the Extension Term. If a Default exists at term then in effect, and Tenant shall have no further option to extend the term of this Lease, it being agreed that time of giving such notice or at the time of commencement is of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior essence with respect to the exercise by Tenant giving of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsElection Notice. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal term hereof pursuant to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 2.4, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be deemed binding and conclusive on automatically effected without the execution of any additional documents, but Tenant shall, at Landlord’s request, execute an agreement confirming the Annual Fixed Rent for the applicable Extended Term. The “Conditions” are that, as of the date of the applicable Election Notice there shall exist no Default of Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter named Tenant as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of in Section 1.1 (or any successor by Merger, or any Affiliate as defined in Subsection 6.2.1) shall actually occupy the essenceentire Premises.
Appears in 1 contract
Samples: Lease (Cerecor Inc.)
Extension Option. Provided that Infinera Corporation has not assigned this Lease or sublet any or all of the Premises (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant (under this Lease and shall not be transferable or tenant exercisable for the benefit of any Transferee), and provided Tenant is not in default under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises this Lease at the time of giving its notice to exercise its option and or at any time thereafter until the commencement beginning of any such extension of the Extension Term (as defined herein)Term, Tenant shall have the right option (the “Extension Option”), to extend the Term from September 1, 2011 until February 28, 2013 (the “Extension Period”), by giving written notice to Landlord of the exercise of any the Extension Option at least six (6) months, but not more than twelve (12) months, prior to the expiration of the initial Term. Except as otherwise provided herein, the exercise of any Extension Option by Tenant shall be irrevocable and shall cover the entire Premises leased by Tenant pursuant to this Lease. Upon such exercise, the term of the Lease shall automatically be extended for the applicable Extension Period without the execution of any further instrument by the parties; provided that Landlord and Tenant shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Option. Any Extension Option shall terminate if not exercised precisely in the manner provided herein. Any extension of the Term shall be upon all the terms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Tenant shall have no further option to extend the Term of the Lease, other than as specifically set forth herein; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the Premises; and (iii) Base Rent for one (1) additional period of five (5) years (“any such Extension Term”). The right and option to so extend the term Period shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration one hundred percent (100%) of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent Base Rental (as defined below) for the Premises as of for the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent space and term involved, which shall be determined in accordance with the provisions as set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Samples: Lease Agreement (Infinera Corp)
Extension Option. Provided that Perclose, Inc., has not assigned this Lease or sublet any or all of the Premises other than to an Affiliate (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant (under this Lease and its Affiliates and shall not be transferable or tenant exercisable for the benefit of any Transferee), and provided Tenant is not in default under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises this Lease beyond any applicable notice and cure periods at the time of giving its notice to exercise its option and or at any time thereafter until the commencement beginning of any such extension of the Extension Term (as defined herein)Term, Tenant shall have the right and option (the “Extension Option”) to extend the Term for one (1) additional consecutive period of five (5) years (the “Extension TermPeriod”). The right and option , by giving written notice to so extend Landlord of the term shall be personal exercise of any such Extension Option at least twelve (12) months, but not more than eighteen (18) months, prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (Term. The exercise of any Extension Option by Tenant shall be irrevocable and shall cover the “Original Term”)entire Premises leased by Tenant pursuant to this Lease. Upon such exercise, the term of the Lease shall automatically be extended for the applicable Extension Period without the execution of any further instrument by the parties; provided that Landlord and Tenant shall give Landlord notice of Tenant’s shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension TermOption. If a Default exists at the time of giving such notice or at the time of commencement of the Any Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” Option shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend terminate if not exercised precisely in the manner and within the time period provided aforesaid, herein. Any extension of the Term shall be extended upon all the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaidterms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Tenant shall have no right further option to extend the Term of this the Lease, time being other than as specifically set forth herein; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the essence of the foregoing provisions. The Annual Premises; and (iii) Base Rent payable during the for any such Extension Term Period shall be the greater of (a) an amount equal to the then Fair Market Rent Base Rental (as defined below) for the Premises as of for the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent space and term involved, which shall be determined in accordance with the provisions as set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Extension Option. Provided So long as this Lease is still in full force and effect, and subject to the original Tenant Conditions (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises as hereinafter defined), which Landlord may waive, in its discretion, at the time of giving its any time, but only by notice to exercise its option and at the commencement of the Extension Term (as defined herein)Tenant, Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period (the “Extended Term”) of five (5) years years, commencing on the day succeeding the expiration of the Original Term and ending on the day immediately preceding the fifth (5th) anniversary of the commencement of the Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the commencement of the Extended Term shall apply to the Extended Term except that (i) the Annual Fixed Rent for the Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant (“Extension TermLandlord’s Notice”). The , but subject to Tenant’s right to dispute as hereinafter provided; and option (ii) Tenant shall have no further right to so extend the term shall be personal to the Tenant executing of this Lease and such right and option may not be assigned or transferred to any other party or entitybeyond the Extended Term. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice (an “Election Notice”) of Tenant’s exercise of such option by no its election not later than nine (9) months and no earlier than twelve (12) months nor sooner than fifteen (15) months prior to the then scheduled expiration of the Original Term. If Tenant fails to give such notice to Landlord, the term of this Lease shall automatically terminate no later than the end of the Original Term, and Tenant shall have no further option to extend the term of this Lease, it being agreed that time is of the essence with respect to the giving of such notice. If Tenant shall extend the term hereof pursuant to the provisions of this Section 2.6, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be automatically effected without the execution of any additional documents, but the parties shall, at the request of either, execute an agreement confirming the Annual Fixed Rent for the Extended Term. Following a request by Tenant made not earlier than eighteen (18) months prior to the expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement for Landlord’s determination of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent fair market rental value for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Extended Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify give Tenant notice of Landlord’s estimate of the Fair Market Rent. No such determination not later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination days after receipt of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenantrequest. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question “Conditions” are that, as of the commencement date of the Extension Term and Election Notice there shall notify Landlord and Tenant exist no Default of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding Prometheus Biosciences, Inc. (or any successor by Merger, or any Affiliate) shall actually occupy the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceentire Premises.
Appears in 1 contract
Samples: Prometheus Biosciences, Inc.
Extension Option. Provided A. If Sublandlord shall not have elected to terminate the original Tenant Prime Lease (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) either pursuant to Section 17.3 of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined hereinPrime Lease or by agreement with Prime Landlord), Tenant then Subtenant shall have the right and one option to extend the Term for one (1) additional period of five (5) years (“Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 38, for an additional period ending on March 31, 2018 (the "Extended Term"), commencing on the day following the Expiration Date of the original Term. The option for the Extended Term may be exercised only by Subtenant giving notice to that effect to Sublandlord not later than February 28, 2013. TIME SHALL BE OF THE ESSENCE with respect to the exercise of such option. In the event Subtenant timely delivers its notice of extension as required hereunder, Sublandlord will notify Subtenant on or before April 30, 2013 (1) whether the Premises will be available to Subtenant during the Extended Term or (2) whether Sublandlord shall have made or intends to make an election pursuant to the first sentence of this Section 38 that would preclude the effectiveness of Subtenant's extension option. If Sublandlord does not make such election to terminate and the Premises are available for sublease to Subtenant during the Extended Term, then the Extended Term shall be deemed binding upon the same terms, covenants and conclusive on Tenant conditions of this Sublease as shall be in effect immediately prior to such extension, except that the Base Rent for the Extended Term shall be determined as provided in Section 38(C). The extension option contained in this Section 38 shall not apply if an Event of Default, or a failure to timely pay an item of Rent which, with the giving of notice or the passage of time, would constitute an Event of Default, shall have occurred and Landlordremain uncured at the time of either (i) Subtenant's exercise of the extension option or (ii) the beginning of the Extended Term. Notwithstanding the foregoing, if either party shall fail the extension option contained in this Section 38 is personal to appoint its appraiser within the period specified above Subtenant named herein (such party referred and transferees pursuant to hereinafter as the “failing party”a Permitted Transfer) the other party and may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall otherwise be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceassigned.
Appears in 1 contract
Extension Option. Provided (i) no Default of Tenant has occurred and is continuing hereunder (Tenant acknowledging that, notwithstanding anything to the contrary contained herein or otherwise implied by this Lease, Landlord has no obligation to accept any cure following the expiration of applicable cure periods), (ii) the original named Tenant (or tenant under a Permitted Transferan assignee of Tenant permitted without Landlord’s consent pursuant to Section 7.7 hereof) named herein is itself occupying greater than seventy-five percent (75%) at least 65% of the Premises at then demised hereunder both on the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for one (1) additional period of five (5) years (“Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving date such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null is given and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term and (iii) Tenant provides Landlord with a replacement Letter of Credit (or an amendment to the then-existing Letter of Credit) with an outside expiration date no earlier than 60 days following the expiration of the applicable Extension Term, Tenant may elect to extend the Lease Term for two (2) consecutive five (5)-year periods (each, an “Extension Term”) by giving Landlord irrevocable notice of each such election (an “Extension Notice”) no later than 12 months, and no earlier than 18 months, prior to the expiration of the initial Lease Term (or first Extension Term, as applicable). Such extension shall be upon all of the same terms, covenants, and conditions contained in this Lease, except that (a) Tenant shall have no further right to extend the Lease Term (other than, during the first Extension Term, the right to extend the Lease Term for the second Extension Term), (b) the Annual Base Rent payable in the year immediately preceding for the Extension Term. The Term shall be at a rate equal to the Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one and (1c) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord obligation to make or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice pay for any improvements to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end Premises or Building or to pay any allowances or inducements of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceany kind.
Appears in 1 contract
Samples: Non Disturbance and Attornment Agreement (LogMeIn, Inc.)
Extension Option. Provided the original Tenant is hereby granted three (or tenant under a Permitted Transfer3) named herein is itself occupying greater than seventy-five percent successive options (75%each an “Option”; collectively, “Options”) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for one (1) an additional period term of five (5) years for each Option (each an “Extension Term”). The right , beginning on the day after the expiration of the then-current Term and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred continuing for five (5) years (unless terminated sooner pursuant to any other party terms or entityprovisions of this Parking Lot Lease), on all of the same terms and conditions as set forth in this Parking Lot Lease, including without limitation the payment of Monthly Rent and, if applicable, Accelerated Rent (as such terms are defined in Section 2 below). The Each Option may be exercised by Tenant only by delivery of written notice thereof to Landlord (“Extension Term is to commence immediately upon Notice”), which notice must be received by Landlord at least six (6) full calendar months before the expiration of the initial two (2) year then-current Term (the “Original Term”)and, provided once given, shall be irrevocable and binding on both parties; provided, however, that Tenant shall give Landlord be deemed to have automatically exercised an extension option under this Parking Lot Lease if Tenant timely exercises an extension option expressly set forth in the Building Lease covering the same period. If Tenant fails to timely deliver such written notice (and Tenant is not deemed to have automatically exercised an extension option as provided by the foregoing sentence), or if this Parking Lot Lease is terminated pursuant to any other terms or provision of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months this Parking Lot Lease prior to the then scheduled expiration of the Original Term, the Options shall terminate, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to renew or extend the Term of this Parking Lot Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term Each Option shall be exercisable by Tenant on the greater express condition that at the time of (a) an amount equal delivery of Tenant’s notice of its election to exercise the Option, and at all times prior to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall not be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of default under this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such Parking Lot Lease beyond any applicable notice and if the failing party shall not respond by appointment of its appraiser within said (10) day cure period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Extension Option. Provided (a) The Lessor grants to the original Tenant Lessee one (or tenant under a Permitted Transfer1) named herein is itself occupying greater than seventy-five percent option (75%the "Extension Option") of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term of this Lease for one (1) additional period of five (5) years (“the "Extension Term”Period"), provided the Lessee exercises such Extension Option as set forth below, and provided further that there has been no unpermitted assignment of this Lease or unpermitted sublease of the Leased Premises or any portion thereof by the Lessee and provided that there exists either on the date the Lessee notifies the Lessor of its intent to exercise the Extension Option or at any time thereafter up to and including the date upon which the Extension Period is to commence, no uncured default under this Lease or event, which, with the giving of notice or the passage of time, or both, would constitute a default under this Lease. The right and option to so extend the term Extension Option shall be personal to the Tenant executing Lessee and the same shall not be applicable to any unpermitted successor or assignee of the Lessee and the Lessee's unpermitted successors or assigns may not exercise the Extension Option as set forth in this Lease and such right and option may not be assigned or transferred to any other party or entityas permitted under the terms of this Lease. The Lessee may exercise such Extension Term is Option only by serving on the Lessor written notice of its intent to commence immediately upon expiration of exercise the initial two (2) year Term Extension Option (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by "Lessee's Exercise Notice") no later than nine that date which is six (9) months and no earlier than twelve (126) months prior to the then scheduled expiration Termination Date. In the event the Lessee does not timely and properly exercise its Extension Option to extend the Term of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of this Lease for the Extension Term. If a Default exists at Period, or if the time of giving such notice or at Lessor has not received the time of commencement of Lessee's Exercise Notice by no later than that date which is six (6) months prior to the Extension TermTermination Date, Tenant’s exercise of such option shall, at the option of Landlord, be then this Paragraph 38 shall become null and void and of no further force and effect. Prior to effect and the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant Lessee shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the such Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceOption.
Appears in 1 contract
Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option two (2) options (each, an "Extension Option") to extend the Term of this Lease for one (1) additional a period of five (5) years each (“each, an "Extension Term”Period"). The right , on the same terms and option to so extend the term shall be personal conditions in effect under this Lease immediately prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”)Period, provided except that Tenant shall give have no further right to extend the Term of this Lease after the end of the second Extension Period. If Tenant exercises the Extension Option, such extension shall apply to the entire Premises. Tenant may exercise the Extension Option only by giving Landlord irrevocable and unconditional written notice of Tenant’s exercise of such option by no thereof (the "Extension Notice") not later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement date of the Extension TermPeriod. If a Such exercise shall, at Landlord's election, be null and void if any monetary or material non-monetary default (without regard to applicable grace or notice and cure periods) by Tenant under this Lease or any Event of Default exists shall have occurred and is continuing at the time date of giving such notice or at the time of commencement notice. Upon delivery of the Extension TermNotice, Tenant’s Tenant shall be irrevocably bound to lease the Premises for the Extension Period. If Tenant shall fail to timely exercise the Extension Option in accordance with the provisions of such option shallthis Section 1.4, at then the option of LandlordExtension Option shall terminate, and shall be null and void and of no further force and effect. Prior If this Lease or Tenant's right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension TermOption, except that there then immediately upon such termination the Extension Option shall be no further extension termssimultaneously terminate and become null and void. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being Time is of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal with regard to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence1.4.
Appears in 1 contract
Samples: Lease Agreement (Innovative Industrial Properties Inc)
Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for one (1) additional period of five (5) years (“Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing that this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further in full force and effect. Prior to the exercise by , that Tenant of any such optionis not then in default under this Lease, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, and that Tenant is then occupying all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such Premises, Landlord hereby grants to Tenant an option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of on the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions same terms and conditions set forth below. If in this Lease, except as set forth below with respect to Base Rent, for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of additional three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser year term (the “Neutral Appraiser”"Option Period") which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses commencing as of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days last day after the expiration of the Discussion Initial Term and ending the last day of the thirty-sixth (36th) month thereafter. Base Rent for the Option Period and shall designate be the appraisers so appointed by notice Fair Market Rental Rate (as hereinafter defined). Tenant's right to exercise the other party. The two appraisers so appointed and designated option to extend shall appoint the Neutral Appraiser be conditioned upon Landlord's receipt, no later than fifteen one-hundred eighty (15180) days after prior to the end expiration of the Discussion Period and shall designate such appraiser by notice Initial Term, of Tenant's then current certified financial statements showing a creditworthiness at least equal to the creditworthiness demonstrated to Landlord and Tenantby Tenant prior to execution of this Lease; provided, however, Landlord may, in its sole discretion, elect to waive such condition. The Neutral Appraiser option to extend shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify be exercised, if at all, by written notice ("Option Notice") given by Tenant to Landlord and Tenant of its determination no later than sixty twelve (6012) days after full calendar months prior to the end expiration of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoingInitial Term, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are time being of the essence. Once the Option Notice is given, Tenant's exercise of such option shall be irrevocable. If the option hereby granted is not so exercised, Tenant shall have no further right to extend the Term of the Lease.
Appears in 1 contract
Samples: Micropoint Inc
Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option, which said option shall not be severed from this Lease or separately assigned, mortgaged or transferred, at its election, to extend the Term for one (1) an additional period of five (5) years (the “Extension TermPeriod”). The right and option to so extend ) commencing upon the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that (a) Landlord shall receive written notice from Tenant shall give Landlord notice of Tenant’s the exercise of such option by no later than nine (9) months and no earlier than its election at least twelve (12) months prior to the then scheduled expiration of the Original Term but no sooner than fifteen (15) months prior to the expiration of the Term, (b) no Event of Default shall exist at the time of Landlord’s receipt of such notice and provided further that no Default exists at the expiration of the Term; and (c) the original Tenant named herein or any Affiliate or any transferee pursuant to a Permitted Transfer is occupying the Premises both at the time of giving such the applicable notice or and at the commencement of the Extension TermPeriod. If Notwithstanding the foregoing, in the event that there is a monetary Event of Default exists at by Tenant four (4) or more times during the time of giving such notice or at Term (even if subsequently cured by Tenant), then the time of commencement of the Extension Term, Tenant’s exercise of such extension option shall, at the option of Landlord, set forth herein shall automatically terminate and shall be null and void and of no further force and effect. Prior to If Landlord shall receive notice of the exercise by Tenant of the election in the manner and within the time provided aforesaid, the Term shall be extended upon the receipt of the notice without the requirement of any such optionaction on the part of Landlord or Tenant, the expression “Term” shall mean the Original Termexcept as may be required in order to determine Basic Rent as hereinafter provided. Except for the amount of Basic Rent (which is to be determined as expressly otherwise provided in the following paragraphhereinafter provided), all the terms, covenants, conditions, provisions and agreements contained in the this Lease contained herein shall be applicable to the Extension TermPeriod, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right options to extend the Term nor shall Landlord be obligated to make or pay for any improvements to the Premises nor pay any inducement payments of this Leaseany kind or nature. Landlord hereby reserves the right, time being exercisable by Landlord in its sole discretion, to waive (in writing) any condition precedent set forth in clauses (a), (b) or (c) above. Time is of the essence with respect to the exercise of the foregoing provisionsoption contained herein. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay not have the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after right to give any notice exercising such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days option after the expiration of the Discussion Period applicable time limitation set forth herein, and shall designate the appraisers so appointed by any notice given after such time limitation purporting to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate exercise such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section option shall be deemed binding void and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s no force or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceeffect.
Appears in 1 contract
Samples: Lease Agreement (Spring Bank Pharmaceuticals, Inc.)
Extension Option. 41.01 Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises that, at the time of giving its notice to exercise its option and at the commencement delivery of the Extension Term Notice (as defined herein)hereinafter defined) and on the Expiration Date, this lease shall be in full force and effect and without default of any of the obligations required to be observed or performed by Tenant hereunder beyond applicable notice and cure periods, Tenant shall have the right and option (hereinafter referred to as the “Extension Option”) to extend the Term term of this lease for one a term (1hereinafter referred to as the “Extended Term”) additional period of five (5) years years, to commence on the day (hereinafter referred to as the “Extension TermExtended Term Commencement Date”) next succeeding the Expiration Date and to expire on the fifth (5th) anniversary of the Expiration Date (hereinafter referred to as the “Extended Term Expiration Date”). The right and option Tenant shall exercise the Extension Option by sending a written notice thereof (herein referred to so extend as the term “Extension Notice”) to Landlord by certified mail, return receipt requested, on or before the day that shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) 30 months prior to the then scheduled expiration of Expiration Date and no later than 18 months preceding the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsExpiration Date. If Tenant shall give notice of its exercise of said option to extend send the Extension Notice within the time and in the manner and within the time period provided aforesaidhereinbefore provided, the Term this lease shall be deemed extended for the Extended Term upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenantterms, covenants and conditions hereinafter contained. If Tenant shall fail to give timely notice of send the exercise of such option as aforesaidExtension Option, this lease shall cease and terminate on the Expiration Date, and Tenant shall have no right further option to extend the Term term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.lease,
Appears in 1 contract
Samples: Lease (American Realty Capital New York Recovery Reit Inc)
Extension Option. Provided So long as this Lease is still in full force and effect, and subject to the original Tenant Conditions (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises as hereinafter defined), which Landlord may waive, in its discretion, at the time of giving its any time, but only by notice to exercise its option and at the commencement of the Extension Term (as defined herein)Tenant, Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period (the “Extended Term”) of five (5) years commencing on February 1, 2019 and expiring on January 31, 2024. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the Original Term shall apply to the Extended Term except that (i) the Annual Fixed Rent for the Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant (“Extension TermLandlord’s Notice”). The , but subject to Tenant’s right to dispute as hereinafter provided, and option (ii) Tenant shall have no further right to so extend the term shall be personal to the Tenant executing of this Lease and such right and option may not be assigned or transferred to any other party or entitybeyond the Extended Term. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice (an “Election Notice”) of Tenant’s exercise of such option by no its election not later than nine (9) months and no earlier months, nor sooner than twelve eighteen (1218) months months, prior to the then scheduled expiration of the Original Term. If Tenant fails to give any such Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord, and provided further that the term of this Lease shall automatically terminate no Default exists at later than the time of giving such notice or at the commencement end of the Extension Term. If a Default exists at Original Term and Tenant shall have no further option to extend the term of this Lease, it being agreed that time of giving such notice or at the time of commencement is of the Extension Term, Tenant’s exercise essence with respect to the giving of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsElection Notice. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal term hereof pursuant to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 2.3, such extension shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail (subject to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days satisfaction of the giving Conditions, unless waived by Landlord) be automatically effected without the execution of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day periodany additional documents, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the but Tenant shall, at Landlord’s request, execute an agreement confirming the Annual Fixed Rent for the Extended Term. The “Conditions” are that, as of the date of the Election Notice, there shall exist no Default of Tenant (unless Tenant shall have cured the same and Landlord shall have elected to accept such cure and not to exercise its rights of termination or retaking of possession pursuant to Section 8.2) and the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon named Tenant and Landlord. All times as set forth herein are of in Section 1.1 (or any successor by Merger, or any Affiliate as defined in Section 6.2.1) shall actually occupy the essenceentire Premises.
Appears in 1 contract
Samples: Lease (Mimedx Group, Inc.)
Extension Option. Provided Notwithstanding any terms of this Sublease to the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its contrary, provided Sublandlord does not by written notice to Subtenant on or before May 31, 2003 exercise its option and at right to occupy the commencement Subleased Premises for the operation of the Extension Term (as defined herein)its own business, Tenant shall have the right and Sublandlord hereby grants Subtenant an option to extend the Term term of this Sublease for one (1) additional period ending July 15, 2010, upon the same terms and conditions contained herein, except that (A) the Base Rent for the Subleased Premises shall be equal to the fair market base rent for the Premises determined in the manner set forth in Section 2.3(a), (B) Subtenant shall accept the Subleased Premises in an "as is" condition without any obligation of five Sublandlord to repaint, remodel, repair, improve or alter the Subleased Premises, and (5C) years (“Extension Term”). The right and option there shall be no further options to so extend the term shall be personal of this Sublease. Subtenant must exercise the option granted herein by written notice to the Tenant executing this Lease Sublandlord no earlier than May 31, 2003 and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and June 30, 2003. In the event Subtenant fails to timely exercise the option granted herein, Subtenant shall have no earlier than twelve (12) months prior right to extend the term of this Sublease. If Subtenant properly exercises the option granted herein, references in this Sublease to the then scheduled expiration "term" shall be deemed to include the option term unless the context clearly provides otherwise. Notwithstanding anything to the contrary contained herein, all option rights of Subtenant pursuant to this Section shall automatically terminate without notice and shall be of no further force and effect, whether or not Subtenant has timely exercised the Original Termoption granted herein, if a default (after notice and provided further that no Default the passage of any applicable cure period) exists at the time of giving such notice or at the commencement exercise of the Extension Term. If a Default exists at the time of giving such notice option or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceterm.
Appears in 1 contract
Extension Option. Provided that Scientific Learning Corporation has not assigned this Lease or sublet any or all of the Premises (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant (under this Lease and shall not be transferable or tenant exercisable for the benefit of any Transferee, except for Transfers to Affiliates permitted under a Permitted Transfer) named herein Section 14.9), and provided Tenant is itself occupying greater than seventy-five percent (75%) of the Premises not in default beyond any applicable cure period under this Lease at the time of giving its notice to exercise its option and or at any time thereafter until the commencement beginning of any such extension of the Extension Term (as defined herein)Term, Tenant shall have the right and option (the "EXTENSION OPTION") to extend the Term for one (1) additional consecutive period of five (5) years (“Extension Term”each an "EXTENSION PERIOD"). The right and option , by giving written notice to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration Landlord of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of any such option by no later than Extension Option at least nine (9) months and no earlier months, but not more than twelve (12) months months, prior to the then scheduled expiration of the Original initial Term. The exercise of any Extension Option by Tenant shall be irrevocable and shall cover the entire Premises leased by Tenant pursuant to this Lease. Upon such exercise, the term of the Lease shall automatically be extended for the applicable Extension Period without the execution of any further instrument by the parties; provided that Landlord and provided further that no Default exists at Tenant shall, if requested by either party, execute and acknowledge an instrument confirming the time of giving such notice or at the commencement exercise of the Extension TermOption. If a Default exists at the time of giving such notice or at the time of commencement of the Any Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” Option shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend terminate if not exercised precisely in the manner and within the time period provided aforesaid, herein. Any extension of the Term shall be extended upon all the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaidterms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Tenant shall have no right further option to extend the Term of this the Lease, time being other than as specifically set forth herein; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the Premises; and (iii) Base Rent for any such Extension Period shall be ninety-five percent (95%) of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the then Fair Market Rent Base Rental (as defined below) for the Premises as of for the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent space and term involved, which shall be determined in accordance with the provisions as set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Extension Option. Provided So long as this Lease is still in full force and effect, and subject to the original Tenant Conditions (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises as hereinafter defined), which Landlord may waive, in its discretion, at the time of giving its any time, but only by notice to exercise its option and at the commencement of the Extension Term (as defined herein)Tenant, Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period (the “Extended Term”) of five (5) years (“Extension Term”)years. The right and option to so extend Extended Term shall commence on the term shall be personal to day succeeding the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, Term and provided further that no Default exists at shall end on the time day immediately preceding the fifth anniversary of giving such notice or at the commencement of the Extension Extended Term. If a Default exists at the time All of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, covenants and provisions and agreements in the of this Lease contained herein shall be applicable immediately prior to the Extension Term, expiration of the Original Term shall apply to the Extended Term except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in (i) the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of Annual Fixed Rent for each such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Extended Term shall be the greater of (a) an amount equal to the Fair Market Annual Fixed Rent for in effect on the Premises as of day preceding the commencement date of such Extended Term without giving effect to any abatements, set-offs or concessions then in effect (the Extension Term “Prior Rent”), or (b) the Annual Base Rent payable in Market Rate (as hereinafter defined) for the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been Premises determined as of the commencement date of the Extension such Extended Term, as designated by Landlord by notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided; and (ii) Tenant shall pay have no further right to extend the Annual Base Rent payable for term of this Lease beyond the year immediately preceding Extended Term. If Tenant shall elect to exercise the commencement aforesaid option, it shall do so by giving Landlord notice (an “Election Notice”) of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No its election not later than the one (1) month after Tenant’s Extension Noticeyear, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later nor sooner than fifteen eighteen (1518) days after such notificationmonths, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof prior to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and Original Term. If Tenant fails to give such Election Notice to Landlord, the term of this Lease shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser automatically terminate no later than fifteen (15) days after the end of the Discussion Period Original Term, and Tenant shall designate such appraiser by notice have no further option to Landlord and Tenant. The Neutral Appraiser shall then choose either extend the Landlord’s estimate term of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent this Lease, it being agreed that time is of the space in question as essence with respect to the giving of the commencement of Election Notice. If Tenant shall extend the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with term hereof pursuant to the provisions of this Section 2.3, such extension shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail (subject to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days satisfaction of the giving Conditions, unless waived by Landlord) be automatically effected without the execution of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day periodany additional documents, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the but Tenant shall, at Landlord’s or request, execute an agreement confirming the Tenant’s estimate Annual Fixed Rent for the applicable Extended Term. The “Conditions” are that, as of Fair Market Rent the date of the Election Notice there shall be binding exist no Default of Tenant (as defined in Section 8.1) and conclusive upon the named Tenant and Landlord. All times as set forth herein are in Section 1.1 (or any assignee or subtenant pursuant to a Permitted Transfer, as defined in Section 6.2.1) shall actually occupy not less than sixty-six percent (66%) of the essencePremises.
Appears in 1 contract
Samples: Curis Inc
Extension Option. Provided So long as this Lease is still in full force and effect, and subject to the original Tenant Conditions (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises as hereinafter defined), which Landlord may waive, in its discretion, at the time of giving its any time, but only by notice to exercise its option and at the commencement of the Extension Term (as defined herein)Tenant, Tenant shall have the right and option to extend the Term term of this Lease for one two (12) additional period periods (the “Extended Term(s)”) of five (5) years each, commencing on the day succeeding the expiration of the Original Term or the preceding Extended Term, as the case may be, and ending on the day immediately preceding the fifth (5th) anniversary of the commencement of such Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the then current term (i.e. Original Term or Extended Term, as applicable) shall apply to each Extended Term except that (i) the Annual Fixed Rent for each Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the date of the Election Notice, as designated by Landlord by notice to Tenant (“Extension TermLandlord’s Notice”). The , but subject to Txxxxx’s right to dispute as hereinafter provided; and option (ii) Tenant shall have no further right to so extend the term shall be personal to the Tenant executing of this Lease and such right and option may not be assigned or transferred beyond the Extended Terms hereinabove provided. If Tenant shall elect to exercise any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”)aforesaid options, provided that Tenant it shall give do so by giving Landlord notice (an “Election Notice”) of Tenant’s exercise of such option by no its election not later than nine twenty-four (924) months and no earlier months, nor sooner than twelve (12) months months, prior to the then scheduled expiration of the then current term of this Lease (Original Term or Extended Term, and provided further that as applicable). If Tenant fails to give any such Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord, the term of this Lease shall automatically terminate no Default exists at later than the time of giving such notice or at the commencement end of the Extension Term. If a Default exists at term then in effect, and Tenant shall have no further option to extend the term of this Lease, it being agreed that time of giving such notice or at the time of commencement is of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior essence with respect to the exercise by Tenant giving of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsElection Notice. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal term hereof pursuant to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 2.4, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be deemed binding and conclusive on automatically effected without the execution of any additional documents, but Tenant shall, at Lxxxxxxx’s request, execute an agreement confirming the Annual Fixed Rent for the applicable Extended Term. The “Conditions” are that, as of the date of the applicable Election Notice there shall exist no Default of Tenant and Landlord. Notwithstanding Tenant, its assignees and/or subtenants shall actually occupy, in the foregoingaggregate, if either party shall fail to appoint its appraiser within the period specified above at least eighty percent (such party referred to hereinafter as the “failing party”80%) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceentire Premises.
Appears in 1 contract
Samples: Ultragenyx Pharmaceutical Inc.
Extension Option. Provided that Unwired Planet has not assigned this Lease or sublet any or all of the Premises other than to an Affiliate (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant (under this Lease and its Affiliates and shall not be transferable or tenant exercisable for the benefit of any Transferee), and provided Tenant is not in default under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises this Lease beyond any applicable notice and cure periods at the time of giving its notice to exercise its option and or at any time thereafter until the commencement beginning of any such extension of the Extension Term (as defined herein)Term, Tenant shall have the right and option (the "EXTENSION OPTION") to extend the Term for one (1) additional consecutive period of five (5) years (“the "EXTENSION PERIOD"), by giving written notice to Landlord of the exercise of any such Extension Term”). The right and option to so extend the term shall be personal Option at least twelve (12) months, but not more than eighteen (18) months, prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (Term. `Me exercise of any Extension Option by Tenant shall be irrevocable and shall cover the “Original Term”)entire Premises leased by Tenant pursuant to this Lease. Upon such exercise, the term of the Lease shall automatically be extended for the applicable Extension Period without the execution of any further instrument by the parties; provided that Landlord and Tenant shall give Landlord notice of Tenant’s shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension TermOption. If a Default exists at the time of giving such notice or at the time of commencement of the Any Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” Option shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend terminate if not exercised precisely in the manner and within the time period provided aforesaid, herein. Any extension of the Term shall be extended upon all the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaidterms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Tenant shall have no right further option to extend the Term of this the Lease, time being other than as specifically set forth herein; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the essence of the foregoing provisions. The Annual Premises; and (iii) Base Rent payable during the for any such Extension Term Period shall be the greater of (a) an amount equal to the then Fair Market Rent Base Rental (as defined below) for the Premises as of for the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent space and term involved, which shall be determined in accordance with the provisions as set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Samples: Lease Agreement (Clarent Corp/Ca)
Extension Option. Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises So long as at the time of giving the Option Notice there exists no Default of Tenant (or Landlord shall have waived such condition in its notice to exercise its option sole discretion), this Lease is still in full force and at effect, and the commencement of named Tenant as set forth in Section 1.1 (or any successor by merger) and/or any Affiliate shall actually occupy the Extension Term (as defined herein)entire Premises, Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period of five (5) years (the “Extension Extended Term”). The Extended Term shall commence on the day succeeding the expiration of the Original Term and shall end on the day immediately preceding the fifth anniversary of the commencement of the Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the Original Term shall apply to the Extended Term except that (i) the Annual Fixed Rent for the Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of the Extended Term, as designated by Landlord by notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided, and option (ii) Tenant shall have no further right to so extend the term shall be personal to the Tenant executing of this Lease and such right and option may not be assigned or transferred beyond the Extended Term hereinabove provided. If Tenant shall elect to any other party or entity. The Extension Term is to commence immediately upon expiration exercise the aforesaid option, it shall do so by giving Landlord notice of the initial two (2) year Term its election (the “Original TermOption Notice”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no ) not later than nine (9) months and no earlier months, nor sooner than twelve (12) months months, prior to the then scheduled expiration of the Original Term. Such Option Notice shall request Landlord’s determination of the Market Rate within thirty (30) days and shall apply to the entire Premises and shall be unconditional and irrevocable by Tenant except as hereinafter provided. If Tenant fails to give the Option Notice to Landlord, the term of this Lease shall automatically terminate no later than the end of the Original Term, and provided Tenant shall have no further option to extend the term of this Lease, it being agreed that no Default exists at the time of giving such notice or at the commencement is of the Extension Term. If a Default exists at essence with respect to the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsOption Notice. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal term hereof pursuant to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 2.3, such extension shall be deemed binding automatically effected without the execution of any additional documents, but Landlord and conclusive on Tenant and shall, at the request of either, execute an amendment to this Lease, in a commercially reasonable form prepared by Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (confirming such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days extension of the giving of such notice term and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then Annual Fixed Rent for the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceExtended Term.
Appears in 1 contract
Samples: Lease (Dexcom Inc)
Extension Option. Provided So long as the original Tenant Lease is still in full force and effect, and subject to the Conditions (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises as hereinafter defined), which Landlord may waive, in its discretion, at the time of giving its any time, but only by notice to exercise its option and at the commencement of the Extension Term (as defined herein)Tenant, Tenant shall have the right and option to extend the Term term of the Lease for one (1) additional period (the “Extended Term”) of five (5) years commencing on the day succeeding the expiration of the Original Term and ending on the day immediately preceding the fifth anniversary of the commencement of such Extended Term. All of the terms, covenants and provisions of the Lease applicable immediately prior to the expiration of the Original Term shall apply to the Extended Term except that (i) the Annual Fixed Rent for the Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant complying with Section 11 hereof (“Extension TermLandlord’s Notice”). The , but subject to Tenant’s right to dispute as hereinafter provided; and option (ii) Tenant shall have no further right to so extend the term of this Lease beyond the Extended Term hereinabove provided. If Tenant shall be personal so request by notice to Landlord not earlier than fourteen (14) (and not later than twelve (12)) months prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Landlord shall give Tenant its Landlord Notice within thirty (30) days of such request. If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice of Tenant’s exercise of such option by no its election (an “Election Notice”) not later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term. If Tenant fails to give such Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord, the term of the Lease shall automatically terminate no later than the end of the Original Term, and provided Tenant shall have no further that no Default exists at option to extend the time of giving such notice or at the commencement term of the Extension Term. If a Default exists at the Lease, it being agreed that time of giving such notice or at the time of commencement is of the Extension Term, Tenant’s exercise essence with respect to the giving of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsElection Notice. If Tenant shall give notice extend the term of its exercise the Lease, such extension shall (subject to satisfaction of said option to extend in the manner and within the time period provided aforesaidConditions, the Term shall unless waived by Landlord) be extended upon the giving of such notice automatically effected without the requirement execution of any further action on additional documents, but Tenant shall, at Landlord’s request, execute an agreement confirming the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Fixed Rent for the Premises Extended Term. The “Conditions” are that, as of the commencement date of the Extension Term or (b) Election Notice there shall exist no Default of Tenant and the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions named Tenant as set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as in Section 1.1 of the commencement date Lease (or any successor by merger) shall actually occupy at least seventy percent (70%) of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencePremises.
Appears in 1 contract
Samples: Amylyx Pharmaceuticals, Inc.
Extension Option. Provided the original Tenant that: (i) Twilio Inc. (or tenant under a Permitted TransferTransferee) named herein is itself occupying greater has not assigned all or a portion of this Lease and (ii) not more than seventytwenty-five percent (7525%) of the Premises at the time of giving its notice is then subject to exercise its option a sublease (it being intended that all rights pursuant to this provision are and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for one (1) additional period of five (5) years (“Extension Term”). The right and option to so extend the term shall be personal to the original Tenant executing under this Lease and such right and option may shall not be assigned transferable or transferred exercisable for the benefit of any Transferee other than a Permitted Transferee), and (iii) Tenant is not in default under this Lease at the time of exercise of the Extension Option (as defined below) or at any time thereafter until the beginning of any such extension of the Term, and subject to any other party the prior approval of Landlord, which may be withheld in Landlord’s sole discretion but only in the event Landlord or entity. The Extension Term is another owner of Agency Space intends to commence immediately occupy the Premises upon expiration of the initial Lease Term, Tenant shall have two (2) year options (each, an “Extension Option”) to extend the Lease Term for an additional period of thirty-six (36) months (each, an “Extension Period”) commencing on the “Original expiration of the then-current Lease Term”), provided that Tenant shall give by giving written notice to Landlord notice of Tenant’s the exercise of such option by no later than the Extension Option at least nine (9) months and months, but no earlier more than twelve (12) months months, prior to the then scheduled expiration of the Original Lease Term, and provided further that no Default exists at the time of giving such notice or at the commencement as extended. The exercise of the Extension TermOption by Tenant shall be irrevocable and shall cover the entire Premises then leased by Tenant pursuant to this Lease. If a Default exists at Upon such exercise and approval by Landlord, the time term of giving such notice or at the time Lease shall automatically be extended for the applicable Extension Period without the execution of commencement any further instrument by the parties; provided that Landlord and Tenant shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effectOption. Prior to the exercise by Tenant of any such option, the expression “Term” The Extension Option shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend terminate if not exercised precisely in the manner and within the time period provided aforesaid, herein. The extension of the Term shall be extended upon all the giving of such notice without terms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Landlord shall not be obligated to contribute funds toward the requirement cost of any further action on the part of either Landlord remodeling, renovation, alteration or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable improvement work in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Premises; and (ii) Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, Period shall be made. The the then Fair Market Rent shall mean the anticipated rent Base Rental (as defined below) for the Premises as of for the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Noticespace and term involved, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencebelow.
Appears in 1 contract
Samples: Office Lease (Twilio Inc)
Extension Option. Provided So long as this Lease is still in full force and effect, and the original named Tenant as set forth in Section 1.1 (or tenant under a Permitted Transferany successor by merger, or any Affiliate) named herein is itself occupying greater than seventy-five percent (75%) of shall actually occupy the Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein)entire Premises, Tenant shall have the right and option to extend the Term term of this Lease for one (1) additional period (the "EXTENDED TERM") of five (5) years (“Extension Term”)years. The Extended Term shall commence on the day succeeding the expiration of the Original Term and shall end on the day immediately preceding the fifth anniversary of the commencement of the Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the Original Term shall apply to the Extended Term except that the Annual Fixed Rent for such Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant ("LANDLORD'S NOTICE"), but subject to Tenant's right to dispute as hereinafter provided; and option (ii) Tenant shall have no further right to so extend the term shall be personal of this Lease beyond the Extended Term hereinabove provided. Upon request by Tenant no sooner than ten (10) months prior to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Landlord shall, within ten (10) business days following the request, provide Tenant with the Market Rate for such Extended Term. If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice of Tenant’s exercise of such option by no its election not later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term. If Tenant fails to give such notice to Landlord, the term of this Lease shall automatically terminate no later than the end of the Original Term, and provided Tenant shall have no further option to extend the term of this Lease, it being agreed that no Default exists at the time of giving such notice or at the commencement is of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior essence with respect to the exercise by Tenant giving of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension termsnotice. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal term hereof pursuant to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 2.3, such extension shall be deemed binding and conclusive on automatically effected without the execution of any additional documents, but Tenant and shall, at Landlord. Notwithstanding 's request, execute an agreement confirming the foregoing, if either party shall fail to appoint its appraiser within Annual Fixed Rent for the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceapplicable Extended Term.
Appears in 1 contract
Samples: Sonesta International Hotels Corp
Extension Option. (A) Provided the original that Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises at the time of giving its notice to exercise its option and at the commencement satisfies all of the Extension Term Option Conditions, as hereinafter defined (as defined hereinany of which Extension Option Conditions Landlord may waive by written notice to Tenant), Tenant shall have the right and option to extend the Lease Term for one up to two (12) additional period periods of five (5) years each upon all the same terms, conditions, covenants and agreements herein contained, except (“Extension Term”). The right and i) the Annual Fixed Rent shall be adjusted during the option period as hereinbelow set forth, (ii) there shall be no further option to so extend the term shall be personal to the Tenant executing Term of this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of after the initial two second (22nd) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Extended Term, and provided further that no Default exists at (iii) Tenant shall not receive any free rent or abatement with respect to the time of giving such notice or at Premises for the commencement of the Extension Extended Term. If Each option period is sometimes herein referred to as the “Extended Term.” Notwithstanding any implication to the contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a Default exists at the time result of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein Tenant shall be applicable deemed to have satisfied the “Extension Term, except that there shall be no further extension terms. If Tenant shall give notice Option Conditions” if: (1) at the time of its exercise of said the herein described option to extend extend, there exists no continuing monetary or material non-monetary Event of Default and this Lease is then in the manner full force and within the time period provided aforesaideffect, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a2) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions Extended Term, there exists no continuing Event of Default pursuant to subsections (f) through (k) of Section 15.1, and this Lease is then existing. No later than the one (1) month after Tenant’s Extension Noticein full force and effect, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each at the time of whom shall have at least five (5) years experience in exercise of the Lexington office rental market and each of whom is hereinafter referred herein described option to as “appraiser”extend, Tenant and Landlord shall each appoint one such appraiser and is not then subletting more than fifty percent (50%) of the two appraisers so appointed shall appoint Rentable Floor Area of the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship current Premises, except for a Permitted Transfer permitted in accordance with Section 12.2 hereof (“Extension Option Occupancy Test”); Landlord or Tenant. The cost and expenses of each appraiser appointed separately by hereby agreeing, however, that if Tenant and Landlord shall be borne by fails to satisfy the party who appointed the appraiser. The cost and expenses Extension Option Occupancy Test as of the third appraiser shall time of option exercise, Tenant will be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after deemed to have satisfied the expiration of Extension Option Occupancy Test if the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space Extension Option Occupancy Test is satisfied in question all respects as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essenceExtended Term.
Appears in 1 contract
Samples: Agreement (Rapid7, Inc.)
Extension Option. Provided that MediaPlex has not assigned this Lease or sublet any or all of the Premises (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant (under this Lease and shall not be transferable or tenant exercisable for the benefit of any Transferee), and provided Tenant is not in default under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises this Lease at the time of giving its notice to exercise its option and or at any time thereafter until the commencement beginning of any such extension of the Extension Term (as defined herein)Term, Tenant shall have the right and option (the "Extension Option") to extend the Term for one (1) additional consecutive period of five (5) years (“"Extension Term”Period"). The right and option , by giving written notice to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration Landlord of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than Extension Option at least nine (9) months and no earlier months, but not more than twelve (12) months months, prior to the then scheduled expiration of the Original initial Term, and provided further that no Default exists at the time of giving such notice or at the commencement . The exercise of the Extension TermOption by Tenant shall be irrevocable and shall cover the entire Premises leased by Tenant pursuant to this Lease. If a Default exists at Upon such exercise, the time term of giving such notice or at the time Lease shall automatically be extended for the Extension Period without the execution of commencement any further instrument by the parties; provided that Landlord and Tenant shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effectOption. Prior to the exercise by Tenant of any such option, the expression “Term” The Extension Option shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend terminate if not exercised precisely in the manner and within the time period provided aforesaid, herein. Any extension of the Term shall be extended upon all the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaidterms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Tenant shall have no right further option to extend the Term of this the Lease; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, time being of renovation, alteration or improvement work in the essence of the foregoing provisions. The Annual Premises; and (iii) Base Rent payable during the for any such Extension Term Period shall be the greater of (a) an amount equal to the then Fair Market Rent Base Rental (as defined below) for the Premises as of for the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent space and term involved, which shall be determined in accordance with the provisions as set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 1 contract
Samples: Mediaplex Inc
Extension Option. (a) Provided the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises that, at the time of giving its notice to each such exercise, (i) the Lease is in full force and effect, and (ii) no default of Tenant, as such term is defined in Section 7.1 of the Lease, shall have occurred and be continuing (either at the time of exercise its option and or at the commencement of the Extension Term (an Extended Term, as defined hereinhereinafter defined), Tenant shall have the right and option to extend the Term of the Lease for one two (12) additional period extended terms (collectively, the "Extended Terms") of five (5) years (“Extension Term”). The right and option each by giving written notice to so extend the term shall be personal to the Tenant executing this Lease and such right and option may Landlord not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial two (2) year Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine six (9) months and no earlier than twelve (126) months prior to the then scheduled expiration date of the Original Term, Term with respect to the first Extended Term and provided further that no Default exists at not later than six (6) months prior to the time of giving such notice or at the commencement expiration date of the Extension first Extended Term with respect to the second Extended Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the The effective giving of such notice without of extension by Tenant shall automatically extend the requirement Term of any the Lease for the applicable Extended Term, and no instrument of renewal or extension need be executed. In the event that Tenant fails timely to give such notice to Landlord, the Lease shall automatically terminate at the end of the Term then in effect, and Tenant shall have no further action option to extend the Term of the Lease. Each Extended Term shall commence on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice day immediately succeeding the expiration date of the exercise Term or the preceding Extended Term, as the case may be, and shall end on the day immediately preceding the fifth (5th) anniversary of the first day of such option as aforesaidExtended Term. The Extended Terms shall be on all the terms and conditions of the Lease, except: (i) during the Extended Terms, Tenant shall have no right further option to extend the Term of this LeaseTerm, time being of the essence of the foregoing provisions. The Annual Base Rent payable except as provided herein during the Extension first Extended Term with respect to the second Extended Term, and (ii) the Annual Fixed Rent for the Extended Terms shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as Rental Value of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Extended Term tinder market conditions then existing. No later in question, taking into account all relevant factors, determined pursuant to PARAGRAPH (b) below but in no event shall the Annual Fixed Rent for the Extended Term be less than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Annual Fixed Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.or
Appears in 1 contract
Samples: Lease (Network Plus Corp)
Extension Option. 49.01 Provided that Tenant is not in default under this Lease beyond the original Tenant (or tenant under a Permitted Transfer) named herein is itself occupying greater than seventy-five percent (75%) of the Premises grace period applicable to such default, if any, at the time of giving its notice to exercise of its option under this Section 49 or on the Expiration Date, and at the commencement Tenant first named herein or any permitted successor in interest or affiliate of Tenant (collectively, "Named Tenant") shall occupy not less than eighty (80%) percent of the Extension Term (as defined herein)entire Premises for the conduct of its business on the Expiration Date, the Named Tenant shall have the right and option (the "Extension Right") to extend the Term term of the Lease with respect to the entire Premises for a single one (1) additional period of five (5) years (“the "Extension Term”"). The right and option to so extend the term shall be personal to the Tenant executing this Lease and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to shall commence immediately upon expiration on the day after the Expiration Date (the "Extension Term Comm. Date") and shall expire on the first (1st) anniversary of the initial two (2) year Expiration Date, unless the Extension Term (shall sooner end pursuant to any of the “Original Term”)terms, provided that covenants or conditions of the Lease or pursuant to Law. Tenant shall must give Landlord written notice of Tenant’s 's intention to exercise of such option by no later than nine two hundred seventy (9270) months and no earlier than twelve (12) months days years prior to the then scheduled expiration Expiration Date, as to which date time is of the Original Termessence, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice notice, subject to the provisions of the first sentence of this Section 49.01 and Subsection (vi) hereof, the term of the Lease shall be extended without the requirement execution or delivery of any other or further action document, with the same force and effect as if the Extension Term had originally been included in the original term of the Lease. All of the terms, covenants and conditions of the Lease shall continue in full force and effect during the Extension Term, including items of Additional Rent and escalation which shall remain payable on the part terms herein set forth (provided, however, that the provisions of either Landlord or Tenant. If Tenant Sections 3.02 and 22.02 hereof shall fail to give timely notice of not be applicable during the exercise of such option as aforesaid, Extension Term) and Tenant shall have no further right to extend the Term of this Lease, time being term of the essence of the foregoing provisions. The Annual Base Rent payable during the Extension Term shall be the greater of (a) an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If Lease for any reason the Annual Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing xxxxx to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other xxxxx shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essencereason.
Appears in 1 contract
Samples: Medix Resources Inc
