Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H). (B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation. (C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 5 contracts
Sources: Lease Agreement (Irobot Corp), Lease Agreement (Irobot Corp), Lease Agreement (Irobot Corp)
Extension Option. Provided the original Tenant (Aor tenant under a Permitted Transfer) On named herein is itself occupying greater than seventy-five percent (75%) of the conditions (which conditions Landlord may waive by written notice to Tenant) that both Premises at the time of giving its notice to exercise of the herein described applicable its option to extend and as of at the commencement of the Extended Extension Term in question (i) there exists no monetary or other material Event of Default (as defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofherein), Tenant shall have the right and option to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional period of five (5) years each as hereinafter set forth(“Extension Term”). Each The right and option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication so extend the term shall be personal to the contrary Landlord has no obligation Tenant executing this Lease and such right and option may not be assigned or transferred to make any additional payment other party or entity. The Extension Term is to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result commence immediately upon expiration of the exercise by Tenant of any such option initial two (although 2) year Term (the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H“Original Term”).
(B) If Tenant desires to exercise its applicable option to extend the Term, then provided that Tenant shall give Landlord notice to Landlord, not earlier of Tenant’s exercise of such option by no later than sixteen nine (169) months nor later and no earlier than twelve (12) months prior to the then scheduled expiration of the Lease Term (as it may have been previously extended hereunder) 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 request for ’s exercise of such option shall, at the option of Landlord's quotation , be null and void and of no further force and effect. Prior to the exercise by Tenant of a proposed Annual Fixed Rent for 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 Extended to the Extension Term, which quotation Landlord except that there shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's requestbe no further extension terms. If at Tenant shall give notice of its exercise of said option to extend in the expiration manner and within the time period provided aforesaid, the Term shall be extended upon the giving of thirty (30) days after such notice without the date when requirement of any further action on the part of either Landlord or Tenant. If Tenant receives Landlord's quotation shall fail to give timely notice of the proposed Annual Fixed Rent exercise of such option as aforesaid (the "Negotiation Period")aforesaid, Landlord and Tenant shall have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending no right to extend the Term of this Lease pursuant to such agreementLease, then Tenant shall have the right, for thirty (30) days following the expiration time being of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") essence of the Prevailing Market foregoing provisions. The Annual Base Rent (as defined in Exhibit H) for payable during the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Extension Term shall be the greater of (a) ninety-five percent (95%) an amount equal to the Fair Market Rent for the Premises as of the Prevailing Market Rent (as defined in Exhibit H) as determined by commencement date of the Broker Determination Extension Term or (b) the Annual Fixed Base Rent payable in effect 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 last twelve 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 (121) month period after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Lease Term immediately prior 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 such Extended TermLandlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant shall have failed to timely request the Broker Determinationdisputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Annual Fixed Fair Market Rent for the applicable Extended Term 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 set forth hereafter provided, each of whom shall have at least five (5) years experience in Landlord's original quotation.
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 (Cthe “Neutral Appraiser”) Upon the giving which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of notice 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 exercising and Tenant's option to extend . The Neutral Appraiser shall then choose either the Lease 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 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord binding and conclusive on Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requiresLandlord. Notwithstanding anything contained herein the foregoing, if either party shall fail to appoint its appraiser within the contrary, in no event shall Tenant have period specified above (such party referred to hereinafter as the right “failing party”) the other party may serve notice on the failing party requiring the failing ▇▇▇▇▇ to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise appoint its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than appraiser within ten (10) years after the expiration days of the Original Term hereofgiving 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 ▇▇▇▇▇ 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
Sources: Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata Inc)
Extension Option. Upon the satisfaction of the terms and conditions set forth in this Section 2.8.1, Borrower shall have the option (Athe “Extension Option”) On to extend the conditions term of the Loan beyond the Stated Maturity Date for two (2) terms of six (6) months each (each an “Extension Period”):
(a) No Event of Default shall have occurred and be continuing;
(b) Lender shall have received from Borrower all sums then due and payable under the Loan Documents, including all payments of (or reimbursement of Lender for) any reasonable out of pocket miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Loan);
(c) Borrower shall notify Lender, in writing, of its irrevocable election to extend the Maturity Date as aforesaid at least thirty (30) but not more than ninety (90) days prior to the then applicable Maturity Date, each of which shall be accompanied by a payment to the Lender of the Extension Fee (which conditions Landlord may waive shall be nonrefundable and deemed earned upon receipt by written notice to TenantLender);
(d) that both at [Intentionally deleted];
(e) Lender shall, in its sole and absolute discretion, be satisfied with the time of exercise operation and performance of the herein described Property for which this Agreement and related documents are based upon;
(f) The Reserve Funds, as specified in Article VII, shall contain the amount required under this Agreement as of the date of commencement of the Extension Period, and Borrower shall deposit such additional amount into any of the Reserve Fund Accounts, or such additional reserve accounts, as Lender may require;
(g) Guarantors shall execute and deliver a reaffirmation, in form and substance satisfactory to Lender, of Guarantors’ respective obligations under each of the Loan Documents executed and delivered by them;
(h) Borrower shall deliver to Lender an Officer’s Certificate stating that all representations and warranties of Borrower set forth in Article IV remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the terms of the Loan Documents (in which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the applicable option representation(s) and warranty(ies)) or setting forth any exceptions to extend such representations and warranties, which exceptions shall be satisfactory to Lender;
(i) Borrower shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require, including, without limitation, a certification of the continued accuracy in all material respects of the representations and warranties set forth in Article III as of the commencement of the Extended Term Extension Period; and
(j) Borrower must pay Lender’s legal fees and expenses, if any, in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of connection with the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit Hextension(s).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 3 contracts
Sources: Commercial Loan Agreement (Red Oak Capital Fund V, LLC), Commercial Loan Agreement (Red Oak Capital Fund V, LLC), Commercial Loan Agreement (Red Oak Capital Fund V, LLC)
Extension Option. (Aa) On the conditions (which conditions Landlord The Borrower may waive by written notice to Tenant) that both at the time of exercise request an extension of the herein described applicable option to extend and as of the commencement of the Maturity Date for additional one year periods (each, an “Extended Term in question Maturity Date”); provided that (i) there exists the Borrower provides written notice requesting the extension to JPMCB, as Administrative Agent, not less than 30 days prior to the Maturity Date or the initial Extended Maturity Date, as applicable, (ii) no monetary Default or other material Event of Default has occurred and is continuing, (defined iii) no more than two such requests shall be made. JPMCB, as Administrative Agent, shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to JPMCB, as Administrative Agent and (iv) in no event, after giving effect to such extension, shall the tenor exceed 5 years. The Commitments of those Lenders that have responded affirmatively shall be extended, subject to receipt by JPMCB, as Administrative Agent, of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 7.12.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend its Commitment (each, a “Non-Extending Lender”), (i) this Agreement shall terminate on the Maturity Date or the initial Extended Maturity Date, as applicable, with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.12, 2.15 and 9.04 and obligations under Section 9.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) this Lease is still in full force the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and effect, payable hereunder to such Lender on such date and (iii) Tenant has not sublet more than fifty percent the Borrower may, if it so elects upon five Business Days’ notice to JPMCB, as Administrative Agent, designate a Person to become a Lender after consultation with JPMCB, as Administrative Agent, or agree with an existing Lender that such Lender’s Commitment shall be increased (50%) each, an “Assuming Lender”), in each case to assume, effective as of the Rentable Floor Area Maturity Date or the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the Premises obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without further recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may not increase the aggregate amount of the Commitments. The assumptions provided for in this Section 2.20(b) shall be subject to the conditions that:
(except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant i) the Assuming Lenders shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication paid to the contrary Landlord has no obligation Non-Extending Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid up to make any but excluding the Maturity Date or the initial Extended Maturity Date, as applicable, on, the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed;
(ii) all additional payment costs, reimbursements, expense reimbursements and indemnities due and payable to Tenant the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and
(iii) with respect to any construction allowance such Assuming Lender, the applicable processing and recordation fee required under Section 9.07(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower). On or prior to the Maturity Date or the like or to perform any work initial Extended Maturity Date, as applicable, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Premises Borrower and JPMCB, as a result of Administrative Agent, an Assignment and Acceptance or such other agreement acceptable to the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 Borrower and Exhibit H).
JPMCB, as Administrative Agent, and (B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant any existing Lender assuming any Commitments shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior have delivered confirmation in writing satisfactory to the expiration Borrower and JPMCB, as Administrative Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the Lease Term documentation pursuant to the foregoing clauses (as it may have been previously extended hereunderA) of Tenant's request for Landlord's quotation and (B) and the Extension Agreement pursuant to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"Section 2.20(a), Landlord and Tenant have not reached agreement on a determination the payment of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant all amounts referred to such agreement, then Tenant shall have the right, for thirty in clauses (30i) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination through (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(Biii) above, then the Assuming Lenders, as of the Maturity Date or the initial Extended Maturity Date, as applicable, will be substituted for the Non-Extending Lenders under this Lease Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration obligations of the Original Term Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and discharged.
Appears in 3 contracts
Sources: Credit Agreement (Altria Group, Inc.), 5 Year Revolving Credit Agreement (Altria Group, Inc.), Credit Agreement (Altria Group, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same termsof this Lease, conditionsone (1) time (an “Extension Option”), covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of a five (5) years each as hereinafter set forth. Each option year period (the “Extension Option Period”) if Tenant (i) gives Landlord written notice of such election (the “Option Notice”) not later than twelve( 12) months before the expiration of the Term of this Lease (the “Option Exercise Date”); (ii) is sometimes herein referred to as an "Extended Term." Notwithstanding not in default under any implication to provision of this Lease on the contrary Landlord has no obligation to make any additional payment to Tenant date of giving the Option Notice; and (iii) is not in respect default of any construction allowance provision of this Lease on the date of the expiration of the original or then current Term of this Lease. The foregoing conditions are for the like sole benefit of Landlord, and Landlord, alone, shall have the right in its sole and absolute discretion to insist on strict observance with the foregoing conditions or to perform waive any work to the Premises as a result of the exercise by Tenant foregoing conditions. All of any such option the terms and conditions of this Lease shall apply during the extension term (although other than the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option further right to extend the Term, then and any obligation to construction Tenant Improvement provided in this Lease, which shall be inapplicable). The Base Rent for the extension term shall equal the greater of (i) the Base Rent payable by Tenant as of the last month of the Term prior to the commencement of the Extension Option Period, and (ii) one hundred percent (100%) of the fair market rental value as of the Expiration Date for the occupancy of the Premises for the permitted use under this Lease, determined using the “market comparison approach” described below (“Market Rent”). The determination of Market Rent shall be made as follows:
(a) At any time prior to the Option Exercise Date (and whether or not Tenant has prior thereto exercised its right to extend the Term of this Lease), the parties shall make themselves available to meet at a mutually agreeable time and place to present such evidence as either party desires in a good faith attempt to arrive at a mutually acceptable Market Rent. If the parties are unable to so agree on a mutually acceptable Market Rent on or before the Option Exercise Date (the “Arbitration Date”), and Tenant elects (and is otherwise entitled) to exercise its right to extend the Term of this Lease as hereinabove provided, the determination of Market Rent shall be arbitrated as follows:
(i) Within ten (10) days after the Arbitration Date, each party, at its own cost and by giving notice to the other party, shall appoint a California licensed real estate broker with at least ten (10) years’ full-time commercial office leasing experience in the Oakland office leasing market, to appraise and determine Market Rent. If, in the time provided, only one (1) party shall give notice to Landlordof appointment of an appraiser, the single appraiser appointed shall determine the Market Rent. If two (2) brokers are appointed by the parties, the two (2) brokers shall independently, and without consultation, prepare a written determination of the Market Rent within ten (10) days. Each broker shall seal its respective determination after completion. After both determinations are completed, the resulting estimates of Market Rent shall be opened simultaneously and compared. If, in the time provided, only one (1) broker shall submit a written determination of Market Rent, the Market Rent shall be the Market Rent determined by said single broker.
(ii) If the values of the brokers differ, and the parties do not earlier than sixteen (16) months nor later than twelve (12) months prior otherwise then agree as to the expiration determination of Market Rent, the two (2) brokers shall designate a single appraiser, who shall be a licensed real estate appraiser and a member of the Lease Term American Institute of Real Estate Appraisers or the Society of Real Estate Appraisers, with at least ten (as it 10) years’ experience in appraising fair market rental values in commercial office buildings in the Oakland market. If the two (2) brokers have not agreed on the appraiser after ten (10) days, either Landlord or Tenant, by giving ten (10) days’ notice to the other party, may have been previously extended hereunder) apply to the then Presiding Judge of Tenant's request the Superior Court of Oakland for Landlord's quotation to Tenant the selection of a proposed Annual Fixed single appraiser who meets the qualifications set forth in this subsection above. The appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. The appraiser shall make an appraisal of the Market Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after selection and without consultation with the date when Tenant receives Landlord's quotation first two (2) brokers, and shall select the Market Rent of one of the proposed Annual Fixed two (2) brokers that the appraiser determines is closest, on a dollar basis, to the Market Rent determined by the appraiser. The appraiser shall have no right to determine, modify’ or impose Market Rent other than as provided above. Each party may submit written material to the appraiser, with a copy to the other party, on the issue of Market Rent.
(b) If the determination of the Market Rent is delayed beyond the commencement of the Extension Option Period, Tenant shall pay Base Rent based on Landlord’s good faith reasonable estimate of Market Rent until the determination of Market Rent hereunder. Following the determination of the Market Rent, if Market Rent is determined to be other than as designated by Landlord, there shall be adjustment made to the Base Rent payment then due for the difference between the amount of Base Rent Tenant has paid to Landlord since the commencement of the Extension Option Period and the amount that Tenant would have paid if the Base Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease adjusted pursuant to such agreementthis subsection had been in effect as of the commencement of the Extension Option Period.
(c) Each party’ shall pay the fees and expenses of its own appraiser, then Tenant and if an appraiser is selected or necessary, the party whose fair market rent determinant is not chosen shall have pay one hundred percent (100%) of the rightfees and expenses of the appraiser.
(d) The appraisers shall determine the Market Rent using the “market comparison approach,” with the relevant market being that for renewal tenants occupying similar office space in the Old Oakland office market (and immediately surrounding office building properties) as of the commencement of the Extension Option Period, for thirty (30) days following taking into consideration location, building condition and the value of the improvements made by Landlord or which would be owned by Landlord at the expiration of the Negotiation Period, Lease to make a request to Landlord for a broker determination (the "Broker Determination") that of the Prevailing comparison space. Market Rent (as defined in Exhibit H) shall also reflect the then prevailing rent structure, inducements and concessions for comparable office lease renewals, so that if, for example, at the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing time Market Rent (as defined in Exhibit H) as is being determined by the Broker Determination or (b) prevailing rent structure for comparable space and for comparable lease terms includes periodic rent adjustments, Market Rent shall reflect such rent structure The brokers and/or the Annual Fixed appraiser shall determine the Market Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the terms of this Lease (including the terms of this Rider).
(e) The appraisers shall have no power to modify the provisions of Section 8.20(B) above, then this Lease and this Rider, and their sole function shall be to determine the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument Market Rent in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in accordance with this Section 8.20; and in such event all references herein Rider.
(f) The foregoing Extension Option is personal to the Lease Term or the Term of named Tenant under this Lease and any Permitted Transferee and shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in null and void and of no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration further effect effective upon any assignment or subletting of the Original Term hereofPremises other than pursuant to a Permitted Transfer.
Appears in 2 contracts
Sources: Office Lease (ThredUp Inc.), Office Lease (ThredUp Inc.)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both Provided that, at the time of exercise of the herein described applicable Tenant exercises its option pursuant to extend and as of the commencement of the Extended Term in question this Section 2.3, (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, (ii) no event of default then exists, and (iii) the originally-named Tenant has not sublet more than fifty percent (50%and any assignee permitted without Landlord’s consent under Section 6.1(b) of the Rentable Floor Area below) is in occupancy of the Premises for the conduct of its business (except for a subletting permitted without any of which conditions may be waived by Landlord at any time in Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof’s sole discretion), Tenant shall have the right and option to extend the Lease Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods term of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (“Option Term”) by giving written notice to as an "Extended Term." Notwithstanding any implication Landlord (“Tenant’s Extension Notice”) not later than nine (9) months prior to the contrary expiration date of the Term. The effective giving of Tenant’s Extension Notice shall automatically extend the Term of this Lease for the Option Term, and no instrument of renewal or extension need be executed. In the event that T▇▇▇▇▇ fails timely to give Tenant’s Extension Notice, this Lease shall automatically terminate at the end of the Term and Tenant shall have no further option to extend the Term of this Lease. The Option Term shall commence on the day immediately succeeding the expiration date of the Term and shall end on the day immediately preceding the fifth (5th) anniversary of the first day of the Option Term. The Option Term shall be on all the terms and conditions of this Lease, except: (w) Tenant shall have no further option to extend the Lease Term, (x) the Basic Rent for the Option Term shall be the greater of (i) the Basic Rent payable during the final Lease Year of the original Term (plus increasing annually by 3%; and (ii) the Fair Market Rental Value of the Premises as of the commencement of the Option Term, determined pursuant to Section 2.3(b), below, and (y) Landlord has no obligation shall not be required to make furnish any additional payment to Tenant in respect of any construction allowance materials or the like or to perform any work to prepare the Premises as a result for Tenant’s occupancy during the Option Term and Landlord shall not be required to provide any work allowance or reimburse Tenant for any alterations made or to be made by Tenant, or to grant Tenant any rent concession
(b) Promptly after receiving Tenant’s Extension Notice extending the Term pursuant to Section 2.3(a) above, Landlord shall provide Tenant with Landlord’s good faith estimate of the exercise by Tenant Fair Market Rental Value of any such option (although the absence of any construction or other refurbishment allowance from Landlord Premises for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Option Term, then Tenant provided that in no event shall give notice Landlord be required to Landlord, not earlier than sixteen deliver such estimate prior to the date that is eight (16) months nor later than twelve (12) 8) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver but in no event less than sixty (60) days prior to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of the Term. If Tenant is unwilling to accept L▇▇▇▇▇▇▇’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon within thirty (30) days after the date when Tenant receives delivery of such notice by Landlord's quotation , then either party may submit the determination of the proposed Annual Fixed Rent as aforesaid Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator (and address of such party’s arbitrator) within ten (10) days after the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination expiration of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) day period. Within thirty (30) days following after receiving a notice of initiation of arbitration, the expiration responding party shall appoint its own arbitrator by notifying the initiating party of the Negotiation Periodresponding party’s arbitrator (and address of such party’s arbitrator). If the second arbitrator shall not have been so appointed within such thirty (30) day period, to make a request to Landlord for a broker determination (the "Broker Determination") Fair Market Rental Value of the Prevailing Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within thirty (30) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator who shall be impartial. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment (of an impartial arbitrator) by the Boston office of JAMS, Inc. (“JAMS”), or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rent (as defined in Exhibit H) Rental Value of the Premises for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Option Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and T▇▇▇▇▇’s selected arbitrator shall each set forth its respective determination of the Lease Term immediately prior Fair Market Rental Value of the Premises, and such third arbitrator must select one or the other (it being understood that such third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and T▇▇▇▇▇’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises to such Extended Term. If Tenant third arbitrator within five (5) business days of the appointment of such third, and such third arbitrator shall have failed select the Estimate which he or she deems to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein closest to the Lease Term Fair Market Rental Value of the Premises and render his or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than her decision within ten (10) years business days after the expiration receipt of both of the Original other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. All arbitrators shall be commercial real estate brokers who are independent from the parties and who have had at least ten (10) years’ experience in comparable buildings in the Boston Metropolitan area market. Each party shall pay the fees of its own arbitrator, and the fees of the third arbitrator shall be shared equally by the parties. In the event the aforesaid arbitration process and the amount of the Basic Rent for the Option Term hereofhas not been determined as of the commencement of the Option Term, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Option Term, if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made or credited against Basic Rent coming due.
(c) As used in this Lease, the term “Fair Market Rental Value” shall mean the fixed annual rent that landlords of comparable buildings in the Boston Metropolitan area market have agreed to accept, and sophisticated nonaffiliated tenants of comparable buildings have agreed to pay, in current arms-length, non-equity (i.e., not being offered equity in the building) transactions for comparable space (that include clean rooms), for a term equal to the Option Term and commencing on the first day of the Option Term and taking into account all relevant factors.
Appears in 2 contracts
Sources: Lease Agreement (Bioventrix, Inc.), Lease Agreement (Bioventrix, Inc.)
Extension Option. A. Tenant shall have the option (Athe “Extension Option”) On to extend the conditions Term of this Lease for one additional period of five (which conditions Landlord may waive by written notice 5) years, to Tenant) that both at begin immediately upon the time of exercise expiration of the herein described applicable option to extend Original Term of this Lease (the “Extended Term”), provided that each of the following conditions has been satisfied:
(i) As of the date of the Extension Notice (defined below) and as of the commencement of the Extended Term Term, Tenant shall not be in question (i) there exists no monetary or other material Event default and shall not have previously been in default of Default (defined in Section 7.1), its obligations under this Lease beyond any applicable grace period;
(ii) this Lease is still in full force Tenant shall have had a net income for the 12-month period immediately preceding the date of the Extension Notice and effect, and for the 12-month period immediately preceding the commencement of the Extended Term; and
(iii) Tenant has not sublet more than fifty percent (50%) Simultaneously with the delivery of the Rentable Floor Area Extension Notice and also at the commencement of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Extended Term, Tenant shall have delivered to Landlord an audited statement (or, if such audited statement is not available, then an unaudited statement signed and certified by Tenant’s Chief Financial Officer), prepared by Tenant’s accountant using generally accepted accounting principles, evidencing such net income during each of the right to extend periods specified in clause (ii) hereinabove.
B. All of the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (provisions of this Lease shall apply to the Extended Term except for that the Annual Fixed Rent which Rate for such extension period shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods market rate at the commencement of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered (“Market Rate”), as designated by all parties in determining Landlord (subject to Tenant’s right to dispute the Prevailing Market Rent under this Section 8.20 same and Exhibit Hthe dispute resolution mechanism set forth below).
(B) . If Tenant desires shall elect to exercise this Extension Option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its applicable option intention to extend the Term, then Tenant shall give notice to Landlord, not do so no earlier than sixteen (16) months nor later than twelve (12) months and no later than nine (9) months prior to the expiration of the Original Term of this Lease, time being of the essence thereof. If timely and properly Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents. The Original Term and the Extended Term are hereinafter collectively called the “Term” or the “term”.
C. Not later than thirty (as it may have been previously extended hereunder30) days following the giving of Tenant's request for Landlord's quotation to ’s Extension Notice, Landlord shall notify Tenant of a proposed Annual Fixed Rent Landlord’s determination of the Market Rate for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within . Within fifteen (15) business days after receipt Landlord gives Tenant Landlord’s determination of Tenant's requestthe Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If at Tenant disagrees with Landlord’s determination, then Landlord and Tenant shall commence negotiations to agree upon the expiration of Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the Extended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date when on which Landlord first gave Tenant receives Landlord's quotation ’s proposal for the Market Rate, then the Market Rate shall be determined as provided below.
D. If Landlord and Tenant are unable to agree on the Market Rate by the end of the proposed Annual Fixed Rent as aforesaid said thirty (the "Negotiation Period")30)-day period, then within ten (10) days thereafter, Landlord and Tenant have not reached agreement on shall each simultaneously submit to the other in a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration sealed envelope its good faith estimate of the Negotiation Period, to make a request to Landlord for a broker determination Market Rate. If the higher of such estimates is not more than one hundred five percent (the "Broker Determination"105%) of the Prevailing other estimate, then the Market Rent Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below.
E. Within seven (7) days after the exchange of estimates, the parties shall select, as defined an arbitrator, a mutually acceptable commercial real estate broker or appraiser licensed in Exhibit Hthe Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, having no less than ten (10) years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) business days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) business days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the applicable Extended Term, which Broker Determination Premises. There shall be made no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Extended Term shall be rendered in the manner set forth in Exhibit H. If writing to both Landlord and Tenant timely and shall have requested the Broker Determination, then be final and binding upon them and shall be the Annual Fixed Rent for the applicable Extended Term Term. The costs of the Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any Approved Arbitrator or counsel engaged by Landlord or Tenant, however, shall be borne by the greater of (a) ninety-five percent (95%) party that retained such Approved Arbitrator or counsel. If the dispute between the parties as to a market rate has not been resolved before the commencement of the Prevailing Extended Term, then Tenant shall pay Fixed Rent under the Lease based upon the market rate designated by Landlord until either the agreement of the parties as to the market rate, or the decision of the Final Arbitrator, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord, or Landlord shall refund any overpayment of Fixed Rent to Tenant.
F. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the Extended Term.
G. Tenant’s rights to extend pursuant to this Section 2.3 are personal to the initial named Tenant, Avedro, Inc., and, except to a Permitted Transferee (as defined in Exhibit H) as determined by the Broker Determination Section 6.2.1), may not be assigned under any circumstances.
H. With respect to any assignment or (b) the Annual Fixed Rent in effect subletting during the last twelve (12) month period Original Term of this Lease, such assignment shall not include the Lease Term immediately prior right granted to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option under this Section 2.3 hereinabove to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease sublease shall be construed as referring to for a term expiring no later than the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofExpiration Date.
Appears in 2 contracts
Sources: Office Lease (Avedro Inc), Office Lease (Avedro Inc)
Extension Option. (A) On 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 performance of any of the covenants or terms and conditions (which conditions Landlord may waive by written notice to Tenant) that both of this Lease at the time of exercise notification to Landlord or at the time of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)Extension Period, (ii) this Lease as that term is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)hereinafter defined, Tenant shall have the right option (the "Extension Option") to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forthentire Premises for one (1) for two (2) periods additional period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (the "Extension Period"), which Extension Period shall commence upon the expiration of the initial 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 as an "Extended Term." Notwithstanding any implication ninety five percent (95%) of the then current fair market value rate for lease renewals and extensions comparable 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 this Lease for space comparable to the Premises in the Building, taking into account such factors as a result tenant improvement allowances, rent concessions and rental escalations (the "FMR"), subject to the following terms and conditions: Tenant shall provide Landlord with written notice of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option desire to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen Term of this Lease nine (16) months nor later than twelve (129) months prior to the expiration of the initial Term. In the event Tenant timely exercises this Extension Option, this Lease Term (shall be deemed extended and the FMR shall be determined as it may have been previously extended hereunder) of set forth below. In the event that Landlord does not receive Tenant's request for Landlord's quotation written notice nine (9) months prior to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Periodinitial Term, to make a request to Landlord for a broker determination (then such Extension Option shall be null and void and of no further force or effect, this Lease shall expire on the "Broker Determination") of the Prevailing Market Rent Expiration Date (as that term is defined in Exhibit H) for the applicable Extended TermArticle I), which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have and if requested the Broker Determinationby Landlord, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into execute an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; form and in substance acceptable to Landlord confirming such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereoffacts.
Appears in 2 contracts
Sources: Lease (Texas Roadhouse, Inc.), Lease (Texas Roadhouse, Inc.)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 45 days but no later than 30 days prior to January 12, 2008 or any anniversary thereof (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to renew its Commitment (an "Extending Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders' Commitments will be renewed for an additional year from the then existing Termination Date, provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (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, except (A) On the conditions (any representations and warranties which conditions Landlord may waive by written notice to Tenant) that both at the time are explicitly stated as having been made as of exercise of the herein described applicable option to extend 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 commencement representations and warranties set forth in Sections 4.2 and 4.7 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 Commitment terminated on the earlier of the Extended Term in question (i) there exists no monetary or the then existing Termination Date (without regard to any renewals by other material Event of Default Lenders) (defined in Section 7.1), the "Existing Termination Date") and (ii) this Lease the date such Declining Lender is still replaced in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under accordance with Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall 2.17. The Borrower will have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication accept commitments from third party financial institutions acceptable to the contrary Landlord has no obligation Administrative Agent in an amount equal to make any additional payment to Tenant in respect the amount of the Commitments of any construction allowance or Declining Lenders, provided that the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant Extending Lenders will have the right to exercise more than one extension option at a time and further, Tenant shall not have increase their Commitments up to the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration amount of the Original Term hereofDeclining Lenders' Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.
Appears in 2 contracts
Sources: Credit Agreement (Edison International), Credit Agreement (Southern California Edison Co)
Extension Option. (a) The Borrower may request an extension of the Maturity Date for additional one year periods (each, an “Extended Maturity Date”); provided that (i) the Borrower (A) On the conditions (which conditions Landlord may waive by provides written notice requesting the extension to Tenant) that both at the time of exercise Facility Agent not less than 30 days nor more than 60 days prior to the first anniversary or second anniversary of the herein described Effective Date of the Facility, as applicable option and (B) delivers to the Facility Agent a certificate signed by a duly authorized officer certifying a copy of the resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no more than two extension requests shall be made. The Facility Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within ten Business Days of such notice to the Facility Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Facility Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Facility Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.23(a) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend and as of the commencement of the Extended Term in question its Commitment (each, a “Non-Extending Lender”), (i) there exists no monetary this Agreement shall terminate on the Maturity Date or other material Event of Default the initial Extended Maturity Date, as applicable, with respect to such Non-Extending Lender (defined in provided that such Non-Extending Lender’s rights under Sections 2.15, 2.18 and 9.4 and obligations under Section 7.19.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) this Lease is still in full force the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and effect, payable hereunder to such Lender on such date and (iii) Tenant has not sublet more than fifty percent the Borrower may, if it so elects, designate a Person to become a Lender after consultation with the Facility Agent, or agree with an existing Lender that such Lender’s Commitment shall be increased (50%) each, an “Assuming Lender”), in each case to assume, effective as of the Rentable Floor Area Maturity Date or the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the Premises obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may not increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.23(b) shall be subject to the conditions that:
(except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant i) the Assuming Lenders shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication paid to the contrary Landlord has no obligation Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued and unpaid up to make any but excluding the Maturity Date or the initial Extended Maturity Date, as applicable, on the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed;
(ii) all additional payment costs, reimbursements, expense reimbursements and indemnities due and payable to Tenant the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and
(iii) with respect to any construction allowance such Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); On or prior to the Maturity Date or the like or to perform any work initial Extended Maturity Date, as applicable, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Premises as a result of Borrower and the exercise by Tenant of any Facility Agent an Assignment and Acceptance or such option (although other agreement acceptable to the absence of any construction or other refurbishment allowance from Landlord for Borrower and the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 Facility Agent and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant any existing Lender assuming any Commitments shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior have delivered confirmation in writing satisfactory to the expiration Borrower and the Facility Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the Lease Term documentation pursuant to the foregoing clauses (as it may have been previously extended hereunderA) of Tenant's request for Landlord's quotation and (B) and the Extension Agreement pursuant to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"Section 2.23(a), Landlord and Tenant have not reached agreement on a determination the payment of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant all amounts referred to such agreement, then Tenant shall have the right, for thirty in clauses (30i) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination through (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(Biii) above, then and subject to the requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the Maturity Date or the initial Extended Maturity Date, as applicable, will be substituted for the Non-Extending Lenders under this Lease Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration obligations of the Original Term Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and discharged.
Appears in 2 contracts
Sources: Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.)
Extension Option. (A) On Tenant shall continue to have the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise Second Extension Option set forth in Section 8.3 of the herein described applicable option Second Amendment, subject to extend and as of the commencement of following amendments:
9.1.1. The Extension Option shall apply to the entire Premises;
9.1.2. All references therein to the “Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)Term” are hereby amended to be the “Second Extended Term”, (ii) this Lease is still in full force and effectall references therein to the “Extended Expiration Date” are hereby amended to be the “Second Extended Expiration Date”, and (iii) Tenant has not sublet more than fifty percent (50%) of all references therein to the Rentable Floor Area of “Second Extension Term” are hereby amended to be the Premises (except for a subletting permitted without Landlord's consent under “Third Extension Term”:
9.1.3. Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)8.3.B.2 is hereby deleted and replaced with: “During the Third Extension Term, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants pay Tenant’s Share of Expenses and agreements herein contained (except Taxes for the Annual Fixed Rent which Premises in accordance with the Lease, as amended; provided that during the Third Extension Term the Base Year for Expenses and Taxes shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any 2016, and such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term Base Year shall be a factor considered by all parties taken into account in determining the Prevailing Market Rent rate”;
9.1.4. Section 8.3.A.4 is hereby deleted and replaced with: “The Lease has not been assigned (other than pursuant to a Permitted Transfer, as defined in the Lease, but only if the same entity remains the “Tenant” under this the Lease, the ROFO Agreement (defined below) and each ROFO Lease) before Tenant delivers the Extension Notice”; and
9.1.5. The following is added as paragraph 5 to Section 8.20 and Exhibit H).
(B) If Tenant desires to 8.3.A: “And concurrently with Tenant’s exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Extension Option, Tenant exercises every other Extension Option then existing under a ROFO Lease Term (as it may have been previously extended hereunderdefined below) then in existence for a Term concurrent with the Premises (each a “ROFO Extension Option”). The term “ROFO Lease” is as defined in that certain Right of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), First Offer Agreement entered into by Landlord and Tenant have not reached agreement on approximately concurrently herewith with respect to space in the building located at 951 Mariner’s Island Boulevard in San Mateo, California and commonly known as San Mateo BayCenter I (“ROFO Agreement”), and either Tenant delivers a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty “Binding Notice” (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (in each case as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (aoption) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth on the Annual Fixed Rent for Prevailing Market rate under the Extension Option and each ROFO Extension Option within the 30 day period provided in the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 2 contracts
Sources: Office Lease (Marketo, Inc.), Office Lease (Marketo, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as at the commencement date of the commencement of the Extended Term in question extension option period (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises assigned this (except for a subletting an assignment permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same Annual Fixed Rent, terms, conditions, covenants and agreements herein contained (except for that the Annual Fixed Rent which only extension option shall be adjusted during the option periods as hereinbelow set forthforth in this Section 2.4.1) for two one (21) periods period of five one (51) years each year as hereinafter set forth. Each Such option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen twelve (1612) months nor later than twelve six (126) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Original Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) abovesuch notice, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Termoption period, without the necessity for the execution of any additional documents, documents (except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20fixed rent); and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 2 contracts
Sources: Lease Agreement (Synta Pharmaceuticals Corp), Lease Agreement (Synta Pharmaceuticals Corp)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both So long as at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) Option Notice there exists no monetary Default of Tenant (or other material Event of Default (defined Landlord shall have waived such condition in Section 7.1its sole discretion), (ii) this Lease is still in full force and effect, and the named Tenant as set forth in Section 1.1 (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)successor by merger) and/or any Affiliate shall actually occupy the entire Premises, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained term of this Lease for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an (the "Extended Term." Notwithstanding any implication "). 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 contrary Landlord has no obligation to make any additional payment to Tenant in respect expiration of any construction allowance or the like or to perform any work Original Term shall apply to the Premises as a result of Extended Term except that (i) the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord Annual Fixed Rent for the Extended Term shall be a factor considered the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of the Extended Term, as designated by all parties in determining the Prevailing Market Rent under this Section 8.20 Landlord by notice to Tenant ("Landlord's Notice"), but subject to Tenant's right to dispute as hereinafter provided, and Exhibit H).
(Bii) If Tenant desires to exercise its applicable option shall have no further right to extend the Term, then term of this Lease beyond the Extended Term hereinabove provided. If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice to Landlordof its election (the "Option Notice") not later than nine (9) months, not earlier than sixteen (16) months nor later sooner than twelve (12) months months, prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's Original Term. Such Option Notice shall request for Landlord's quotation to Tenant determination of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing Market Rate within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after and shall apply to the date when entire Premises and shall be unconditional and irrevocable by Tenant receives except as hereinafter provided. If Tenant fails to give the Option Notice to Landlord's quotation of , the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term term of this Lease pursuant to such agreementshall automatically terminate no later than the end of the Original Term, then and Tenant shall have no further option to extend the rightterm of this Lease, for thirty (30) days following the expiration it being agreed that time is of the Negotiation Period, essence with respect to make a request to Landlord for a broker determination (the "Broker Determination") giving of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermOption Notice. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with term hereof pursuant to the provisions of this Section 8.20(B) above2.3, then this Lease and the Lease Term hereof such extension shall be automatically be deemed extended, for the applicable Extended Term, effected without the necessity for the execution of any additional documents, except that but Landlord and Tenant agree shall, at the request of either, execute an amendment to enter into an instrument this Lease, in writing setting forth a commercially reasonable form prepared by Landlord, confirming such extension of the term and the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 2 contracts
Sources: Lease Agreement (Dexcom Inc), Lease Agreement (Dexcom Inc)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question question: (i) there exists no uncured monetary or other material non-monetary Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more assigned this Lease other than fifty percent to a Permitted Transferee (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under as defined in Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof5.6.4), and (iv) Tenant is then leasing at least 41,989 square feet of rentable floor area in the Building that is not subject to a sublease (other than a sublease to a Permitted Transferee), then Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five (5) years each years, as hereinafter set forth. Each Such option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(Bb) Tenant may, but shall not be obligated to, deliver a written request (a “Rent Quote Request”) to Landlord for Landlord’s quotation of the annual fair market rent for the Premises as of the commencement date of the extension period. Such quotation (“Landlord’s Rent Quotation”) (i) shall be based on the use of the Premises for the Permitted Use, (ii) shall utilize properties of a similar character within the Boston West Suburban Market, as hereinafter defined, for comparison (including premises within the Property if at the time the Rent Quote Request is delivered such premises shall be available for rent), (iii) shall take into account all relevant factors and (iv) shall include Annual Fixed Rent, Base Operating Expenses, Base Taxes, tenant improvement allowances (if any), and free rent periods (if any) (hereinafter called the “Extension Annual Market Rent”). For the purposes of this Lease, the “Boston West Suburban Market” shall be defined as the area between Needham and Lexington, Massachusetts (inclusive) on and proximate to Route 128. Such Rent Quote Request may be given not earlier than fifteen (15) months, and not later than thirteen (13) months, prior to the expiration of the Original Term. If Tenant delivers a Rent Quote Request, then within thirty (30) days after Landlord’s receipt thereof, Landlord shall provide Landlord’s Rent Quotation to Tenant with respect to the Extended Term.
(c) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give deliver written notice (“Extension Exercise Notice”) to Landlord on or before the earlier to occur of (i) if applicable, the date thirty (30) days after the delivery of Landlord’s Rent Quotation, not earlier than sixteen and (16ii) months nor later than the date twelve (12) months prior to the expiration of the Lease Original Term (as it may have been previously such earlier date, the “Extension Exercise Deadline”). If Tenant timely delivers an Extension Exercise Notice, then the Term hereof shall be extended hereunderfor the Extended Term upon all of the same terms, conditions, covenants and agreements contained in this Lease, except that (x) of Tenant's request for Landlord's quotation to Tenant of a proposed the Annual Fixed Rent Rent, Base Operating Expenses, Base Taxes, tenant improvement allowances (if any), and free rent periods (if any) for the applicable Extended option period shall be equal to the Determined Extension Annual Market Rent, as hereinafter defined, and (y) Tenant shall have no further option to extend the Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at Tenant does not timely deliver the expiration of thirty (30) days after the date when Extension Exercise Notice, then Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant shall have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending no further right to extend the Term of this Lease pursuant to this Section 9.24, time being of the essence.
(d) If Landlord delivered Landlord’s Rent Quotation prior to the delivery of Tenant’s Extension Exercise Notice, then such agreementLandlord’s Rent Quotation shall be used in determining the Determined Extension Annual Market Rent. If Landlord did not deliver Landlord’s Rent Quotation prior to the delivery of Tenant’s Extension Exercise Notice then Landlord shall, on or before the later to occur of (i) the date thirty (30) days after receipt of Tenant’s Extension Exercise Notice, and (ii) the date fourteen (14) months prior to the expiration of the Original Term, deliver to Tenant Landlord’s Rent Quotation, and such Landlord’s Rent Quotation shall be used in determining the Determined Extension Annual Market Rent. If Tenant disagrees with the Extension Annual Market Rent set forth in Landlord’s Rent Quotation, then the parties shall negotiate in good faith for a period of thirty (30) days (the “Negotiation Period”) to agree upon the Extension Annual Market Rent. If the parties do not so agree within the Negotiation Period, then Tenant shall have the right, for by written notice to Landlord delivered within thirty (30) days following after the expiration of the Negotiation Period, to make a request submit the determination of the Extension Annual Market Rent for the Extended Term to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. K (the “Broker Determination”). If Tenant timely shall have requested the Broker Determination, then the Extension Annual Market Rent for the Extended Term shall be the Extension Annual Market Rent as determined by the Broker Determination; provided, however, in no event shall the Annual Fixed Rent payable during the Extended Term be less than the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) last year of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period Original Term of the Lease Term immediately prior to such Extended Termthis Lease. If Tenant shall have failed to timely delivers the Extension Exercise Notice, but does not timely request the Broker Determination, then the Extension Annual Fixed Market Rent for during the applicable Extended Term shall be as set forth in Landlord's original quotation’s Rent Quotation or as otherwise agreed by the parties during the Negotiation Period. The Extension Annual Market Rent as determined pursuant to this Section 9.24(d) shall be the “Determined Extension Annual Market Rent.”
(Ce) Upon the giving of notice the Extension Exercise Notice by Tenant to Landlord exercising Tenant's option to extend Landlord, the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall be automatically be deemed extended, extended for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Determined Extension Annual Fixed Market Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.24; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in .
(f) In no event shall the Lease Term hereof be extended for more than ten five (105) years after the expiration of the Original Term hereof.
Appears in 2 contracts
Sources: Lease Agreement (Carbon Black, Inc.), Lease Agreement (Carbon Black, Inc.)
Extension Option. Tenant shall have the option to extend the Term (Athe “Extension Option”) On for one (1) period of twenty-four (24) months (the conditions “Second Extended Term”). The Second Extended Term, if any, shall commence on the day following the last day of the 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 conditions may be waived by Landlord may waive by written notice to Tenantin its sole discretion) that both no Default exists hereunder at the time of exercise the giving by Tenant of its notice of exercise; and, (ii) upon further condition (which may be waived by Landlord in its sole discretion) that no Default exists hereunder at the herein described applicable option to extend and as time of the commencement of the Second Extended Term in question Term. To exercise Tenant’s Extension Option, Tenant shall give Landlord written notice of its election at least three (i3) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) months prior to expiration of the Rentable Floor Area Extended Term. Within thirty (30) days of receipt of Tenant’s election to extend, Landlord shall notify Tenant of the Premises Base Rent for the Second Extended Term. Within thirty (except for a subletting permitted without 30) days after receipt of each such notice from Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to: (i) elect to extend accept Landlord’s statement of the Term hereof upon all Base Rent as the same terms, conditions, covenants and agreements herein contained (except Base Rent for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Second Extended Term." Notwithstanding any implication ; or, (ii) elect 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord pay Base Rent for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Fair Market Rent (as defined in Exhibit H) as below), with Fair Market Rent to be determined by arbitration pursuant to Paragraph 12 below. Failure on the Broker Determination 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 (b) obligation to extend the Annual Fixed Term or otherwise remain in the Premises after the expiration of the Extended Term. From and after commencement of any Second Extended Term, all of the other terms, covenants and conditions of the Lease shall apply, and references to the Term shall be deemed to include the Second Extended Term; provided, however, that Base Rent shall be revised as herein provided, and Tenant shall have no option or right to further extend the Term beyond the Second Extended Term. If Tenant has elected to have the Fair Market Rent determined by arbitration and the Base Rent for the Second Extended Term has not been determined as of the commencement of the Second Extended Term, Tenant shall pay Base Rent for the Premises upon the terms and conditions in effect during the last twelve (12) month period of the Lease Extended Term immediately prior to until such Extended Term. If Tenant shall have failed to timely request time as the Broker Determination, then the Annual Fixed Base Rent for the applicable Second Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon has been determined. If the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, Base Rent for the applicable Second Extended Term is determined to be less than the Base Rent for the last month of the Extended Term, without Landlord shall provide Tenant with a credit against the necessity for next installment(s) of Rent in the execution amount of any additional documentsthe overpayment by Tenant. Likewise, except that Landlord and Tenant agree to enter into an instrument in writing setting forth if the Annual Fixed Base Rent for the applicable Second Extended Term as is determined in to be greater than the relevant manner set forth in this Section 8.20; and in such event all references herein to Base Rent for the Lease Term or last month of the Term of this Lease shall be construed as referring to the Lease Extended Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have pay Landlord the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall amount of such underpayment with the Lease Term hereof be extended for more than ten (10) years after installment of Base Rent next due under the expiration of the Original Term hereofLease.
Appears in 2 contracts
Sources: Lease Agreement (Adamas Pharmaceuticals Inc), Lease Agreement (Adamas Pharmaceuticals Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise Article 35 of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Initial Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of hereby entirely deleted from the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Lease. Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods options (each an “Extension Option”) to extend the Lease for a period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended (the “Second Option 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 “Third Option Term”) commencing immediately after the Premises as a result expiration of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the previous Option Term, then as follows:
A. To exercise an Extension Option, Tenant shall give written notice of exercise to Landlord, Landlord not earlier less than sixteen nine (169) months nor later than twelve (12) calendar months prior to the expiration of the Lease Option Term or Second Option Term, as the case may be. Thereafter, not less than eight (as it may have been previously extended hereunder) 8) calendar months prior to the expiration of Tenant's request for Landlord's quotation the Option Term or Second Option Term, Landlord shall give written notice to Tenant of a proposed Annual Fixed Rent Landlord’s reasonable determination of the Minimum Rental for the applicable Extended Premises for the Second Option Term or the Third Option Term as the case may be (based on the then-prevailing net market rental rate for comparable space in the Building for the Second Option Term (or the Third Option Term). Tenant’s notice of exercise of an Extension Option and Landlord’s determination of the Minimum Rental shall be binding and irrevocable unless Tenant shall, which quotation at Tenant’s option, give Landlord shall deliver written notice of the withdrawal of Tenant’s notice of exercise of an Extension Option within twenty (20) days after Landlord’s notice of the Minimum Rental is given. Time is of the essence with respect to Tenant’s notices.
B. The Extension Options granted to Tenant are personal to the original Tenant and may be exercised only by the original Tenant while occupying the Premises, who does so without the intent of thereafter assigning this Lease or subletting the Premises or any portion thereof, and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant.
C. Tenant shall have no right to exercise an Extension Option, notwithstanding any provision in writing within fifteen the grant of the Extension Options to the contrary, (15i) business days during the period of time commencing on the date after receipt a monetary obligation to Landlord is due from Tenant and unpaid (without any necessity for notice thereof to Tenant) and continuing until the obligation is paid, or (ii) in the event that Landlord has given to Tenant three or more notices of Tenant's requestmonetary default whether or not the defaults are cured, during the 12-month period of time immediately prior to the time that Tenant attempts to exercise the subject Extension Option. If at Tenant shall have no Extension Option beyond the expiration of the Third Option Term.
D. Within thirty (30) days after the date when Tenant receives written request by Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall execute and deliver a document in form reasonably satisfactory to Landlord confirming any exercise or termination of an Extension Option, but an otherwise valid exercise of an Extension Option shall be fully effective whether or not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofsuch confirming document is executed.
Appears in 2 contracts
Sources: Lease Amending Agreement, Lease Amending Agreement (Winmark Corp)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)) and there have been no more than two (2) Event of Default occurrences during the Term, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) % of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two one (21) periods period of five three (53) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "“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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice (the “Exercise Notice”) to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve (12) months prior to the expiration of the Term of this Lease Term (as it may have been previously extended hereunder) exercising such option to extend. Promptly after ▇▇▇▇▇▇▇▇’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent annual rental for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such the Extended Term. If Tenant shall have failed to does not timely request the Broker Determination, then Annual Fixed Rent during the Extended Term shall be equal to the greater of (a) Landlord’s Rent Quotation or (b) the Annual Fixed Rent for in effect during the applicable last twelve (12) month period of the Lease Term immediately prior to such Extended Term shall be as set forth in Landlord's original quotationTerm.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B) B above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten three (103) years after the expiration of the Original Lease Term hereof.
Appears in 2 contracts
Sources: Lease Agreement (Upstream Bio, Inc.), Lease Agreement (Upstream Bio, Inc.)
Extension Option. (A) On a. Provided no Event of Default exists and Tenant has not assigned this Lease or subleased the conditions (which conditions Landlord may waive entire Premises to an entity other than as permitted by written notice to Tenant) that both Section 12.02 at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)such election, (ii) Tenant may renew this Lease is still in full force and effect, and for one (iii1) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods additional period of five (5) years each (“Extension Term”) on the same terms provided in this Lease (except as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result forth below), by delivering written notice of the exercise by thereof to Landlord not later than nine (9) months before the expiration of the Initial Term. On or before the commencement date of the extended Term in question, Landlord and Tenant of any shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease, except as follows:
1. The Base Rent payable for each month during each such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended extended Term shall be a factor considered by all parties the prevailing fair market rental rate for tenants in determining the Prevailing Market Rent Building, at the commencement of such extended Term, for space of equivalent quality, size, utility, improvements installed at Landlord’s expense only and location as the Premises, with the length of the extended Term and Tenant’s obligations to pay additional rent under the Lease and that there will be no free rent, tenant improvement allowance or other concession during the extension terms under this Section 8.20 Lease to be taken into account (the “Market Rate”);
2. Tenant shall have no further renewal options unless expressly granted by Landlord in writing; and
3. Landlord shall lease to Tenant the Premises in their then-current condition, and Exhibit H)Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements unless otherwise agreed by Landlord and Tenant.
b. Tenant’s rights under this Exhibit G shall terminate if (B1) If this Lease or Tenant’s right to possession of the Premises is terminated; (2) Tenant desires assigns any of its interest in this Lease or sublets all of the Premises to an entity other than as permitted by Section 12.02, or (3) Tenant fails to timely exercise its applicable option under this Exhibit G, time being of the essence with respect to extend Tenant’s exercise thereof.
c. If it becomes necessary to determine the TermMarket Rate by appraisal, then Tenant real estate appraiser(s), all of whom shall give notice be Members of the Appraisal Institute and who have at least five (5) years experience appraising research and development space located in the vicinity of the Premises shall be appointed and shall act in accordance with the following procedures:
1 If the parties are unable to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months agree on the Market Rate by the 90th day prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Initial Term, either party may demand an appraisal by giving written notice to the other party, which quotation Landlord demand to be effective must state the name, address and qualifications of an appraiser selected by the party demanding an appraisal (the “Notifying Party”). Within ten (10) days following the Notifying Party’s appraisal demand, the other party (the “Non-Notifying Party”) shall deliver either approve the appraiser selected by the Notifying Party or select a second properly qualified appraiser by giving written notice of the name, address and qualification of such appraiser to Tenant the Notifying Party. If the Non-Notifying Party fails to select an appraiser within the ten (10) day period, the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two appraisers are selected, they shall select a third appropriately qualified appraiser. If the two appraisers fail to select a third qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the county where the Premises are located upon application by either party. 2 If only one appraiser is selected, that appraiser shall notify the parties in writing simple letter form of its determination of the Market Rate within fifteen (15) business days after receipt of Tenant's requestfollowing his selection, which appraisal shall be conclusively determinative and binding on the parties as the appraised Market Rate. If at multiple appraisers are selected, the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have appraisers shall meet not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more later than ten (10) years after days following the expiration selection of the Original Term hereoflast appraiser. At such meeting the appraisers shall attempt to determine the Market Rate as of the commencement date of the extended term by the agreement of at least two (2) of the appraisers. If two (2) or more of the appraisers agree on the Market Rate at the initial meeting, such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notify both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on the Market Rate, all appraisers shall submit to Landlord and Tenant an independent appraisal of the Market Rate in simple letter form within twenty (20) days following appointment of the final appraiser. The parties shall then determine the Market Rate by averaging the appraisals; provided that any high or low appraisal, differing from the middle appraisal by more than ten percent (10%) of the middle appraisal, shall be disregarded in calculating the average. 3 If only one appraiser is selected, then each party shall pay one-half of the fees and expenses of that appraiser. If three appraisers are selected, each party shall bear the fees and expenses of the appraiser it selects and one-half of the fees and expenses of the third appraiser.
Appears in 2 contracts
Sources: Lease Agreement (Peloton Therapeutics, Inc.), Lease Agreement (Peloton Therapeutics, Inc.)
Extension Option. (a) The Parent Borrower may request an extension of the Revolving Termination Date then in effect hereunder (the “Existing Revolving Termination Date”) for additional one year periods (each, an “Extended Termination Date”); provided that (i) the Parent Borrower (A) On the conditions (which conditions Landlord may waive by provides written notice requesting the extension to Tenant) that both at the time of exercise Administrative Agent not less than 30 days nor more than 60 days prior to any anniversary of the herein described applicable option Closing Date and (B) delivers to extend and as the Administrative Agent a certificate signed by a duly authorized officer certifying a copy of the commencement resolutions of each Loan Party’s board of directors (or other applicable governing body) approving the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)Termination Date, (ii) this Lease no Default or Event of Default has occurred and is still in full force and effectcontinuing or would result therefrom, and (iii) Tenant has not sublet no more than fifty percent two extension requests shall be made and (50%iv) each of the Rentable Floor Area representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except any representation and warranty that is qualified by “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of such date as if made on and as of such date; provided that to the extent such representations and warranties refer specifically to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date. The Administrative Agent shall promptly notify each of the Premises Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within ten Business Days of such notice to the Administrative Agent. If a Lender does not respond to such request within such ten Business Day period, such Lender shall be deemed to have rejected such request. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an amendment agreement in the form and substance reasonably acceptable to the Administrative Agent and the Parent Borrower (except for the “Extension Agreement”) duly completed and signed by the Parent Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.22(a) shall be legally binding on any party hereto unless and until Lenders holding more than 50% of the aggregate amount of the Commitments have agreed to such extension.
(b) If any Lender rejects, or is deemed to have rejected, the Parent Borrower’s request to extend its Commitment (each, a subletting permitted without Landlord's consent “Non-Extending Lender”), (x) this Agreement shall terminate on the applicable Existing Revolving Termination Date with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.15 and 10.5 and obligations under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof10.14 shall survive the applicable Existing Revolving Termination Date, as to matters occurring prior to such date), Tenant (y) the Parent Borrower shall pay to such Lender on the applicable Existing Revolving Termination Date any amounts due and payable hereunder to such Lender on such date and (z) the Parent Borrower may, if it so elects, designate a Person to become a Lender (provided that such Person is acceptable to the Administrative Agent in its reasonable discretion), or agree with an existing Lender that such Lender’s Commitment shall be increased (each, an “Assuming Lender”), in each case to assume, effective as of the applicable Existing Revolving Termination Date, any Non-Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may not increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.22(b) shall be subject to the conditions that:
(i) the Assuming Lenders shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication paid to the contrary Landlord has no obligation Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued and unpaid up to make any but excluding the applicable Existing Revolving Termination Date, on the outstanding Loans, if any, of the Non-Extending Lenders under their respective Commitments being assumed;
(ii) all additional payment costs, reimbursements, expense reimbursements and indemnities due and payable to Tenant the Non-Extending Lenders in respect of such Commitments shall have been paid by the Parent Borrower; and
(iii) with respect to any construction allowance such Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Parent Borrower); On or prior to the applicable Existing Revolving Termination Date, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Parent Borrower and the Administrative Agent an Assignment and Acceptance or such other agreement acceptable to the Parent Borrower and the Administrative Agent and (B) any existing Lender assuming any Commitments shall have delivered confirmation in writing satisfactory to the Parent Borrower and the Administrative Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the documentation pursuant to the foregoing clauses (A) and (B) and the Extension Agreement pursuant to Section 2.22(a), the payment of all amounts referred to in clauses (i) through (iii) of this Section 2.22(b), and subject to the requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the applicable Existing Revolving Termination Date, will be substituted for the Non-Extending Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the like or to perform any work to the Premises as a result consent of the exercise other Lenders, and the obligations of the Non-Extending Lenders to such extent hereunder shall, by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall provisions hereof, be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 released and Exhibit H)discharged.
(Bc) If Tenant desires to exercise its Effective as of each applicable option to extend Existing Revolving Termination Date, (i) the TermL/C Exposure of each applicable Non-Extending Lender shall be ratably reallocated, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration extent of the Lease Term unused Revolving Commitments of the extending Revolving Lenders (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent including, for the applicable Extended Termavoidance of doubt, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"any Assuming Lenders), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have extending Revolving Lenders (without regard to whether the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner conditions set forth in Exhibit H. If Tenant timely Section 5.2 can then be satisfied) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Parent Borrower shall have requested cash collateralize the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater balance of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term L/C Exposure in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner procedures set forth in this Section 8.20; and in 8 for so long as such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease TermL/C Exposure is outstanding. A Revolving Termination Date, as so extendedsuch term is used in reference to an outstanding Letter of Credit, unless may not be extended without the context clearly otherwise requires. Notwithstanding anything contained herein prior written consent of the applicable Issuing Lender.
(d) This Section 2.22 shall supersede any provisions in Section 10.1 to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 2 contracts
Sources: Credit Agreement (Roper Technologies Inc), Credit Agreement (Roper Technologies Inc)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the “Extended Term in question Term” (hereinafter defined) (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5A.2 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each Such option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(Bb) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice (the “Extension Term Exercise Notice”) to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve (12) months prior to the expiration of the Lease Original Term, exercising such option to extend. Within thirty (30) days after Landlord’s receipt of the Extension Term (as it may have been previously extended hereunder) of Tenant's request for Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Extension Term Rent Quotation”). If at the expiration of thirty (30) days after the date when Tenant receives Tenant’s receipt of Landlord's quotation of the proposed Annual Fixed ’s Extension Term Rent as aforesaid Quotation (the "“Extension Term Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent annual rental for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Extension Term Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HK) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. K. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) an amount equal to ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then Tenant shall be deemed to have elected to have accepted Landlord’s Extension Term Rent Quotation (“Tenant’s Deemed Acceptance of Landlord’s Quotation”).
(c) Upon the first to occur of (i) the agreement by Landlord and Tenant during the Extension Term Negotiation Period on an Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
Term, (Cii) Upon the giving of notice timely request by Tenant to Landlord exercising Tenant's option to extend the Lease Term for a Broker Determination in accordance with the provisions of Section 8.20(Bsubsection (b) above or (iii) the occurrence of Tenant’s Deemed Acceptance of Landlord’s Quotation in accordance with the provisions of subsection (b) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten five (105) years after the expiration of the Original Lease Term hereof.
(d) Time is of the essence with respect to the provisions of this Section 9.18.
Appears in 2 contracts
Sources: Lease Agreement (Care.com Inc), Lease Agreement (Care.com Inc)
Extension Option. (Aa) On Subject to the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time provisions of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Section, Tenant shall have the right to extend the Term hereof upon term of the Lease (the “2019 Extension Option”) solely with respect to: (x) the 17th Floor Premises; or (y) both the 17th Floor Premises and the 16th Floor Premises (it being understood that Tenant shall not have such option solely with respect to the 16th Floor Premises), for one (1) additional term of ten (10) years and three (3) months (the "2019 Extension Term") commencing on October 1, 2019 (the “Commencement Date of the 2019 Extension Term”) and expiring on December 31, 2029, provided that:
(i) Tenant shall give Landlord an irrevocable written notice (hereinafter called the "Extension Notice") of its election to extend the term of this Lease no later than April 30, 2018 (TIME BEING OF THE ESSENCE), which notice shall state whether Tenant is exercising its right to extend the term of the Lease with respect to: (x) the 17th Floor Premises; or both the 17th Floor Premises and the 16th Floor Premises.
(ii) Tenant is not in monetary or material non-monetary default under this Lease beyond any applicable notice and grace periods as of the time of the giving of the Extension Notice and the Commencement Date of the 2019 Extension Term; and
(iii) The original named Tenant (or an assignee of the original named Tenant made in accordance with Section 7.02 of the Original Lease) is in occupancy of substantially all of the same termsDemised Premises.
(b) In the event Tenant timely exercises its right to extend the term of this Lease solely with respect to the 17th Floor Premises pursuant to this Section 6, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted payable by Tenant to Landlord during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication 2019 Extension Term solely with respect 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 17th Floor Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining sum equal to:
(i) For the Prevailing Market Rent under this Section 8.20 period commencing on October 1, 2019 through and Exhibit Hincluding September 30, 2024, One Million Four Hundred Thirty Five Thousand Eight Hundred Forty and 50/100 Dollars ($1,435,840.50) per annum ($119,653.38 per month); and
(ii) For the period commencing on October 1, 2024 through and including December 31, 2029, One Million Five Hundred Sixty Five Thousand One Hundred Ninety Five and 50/100 ($1,565,195.50) Dollars per annum ($130,432.96 per month).
(Bc) If In the event Tenant desires to exercise timely exercises its applicable option right to extend the Termterm of this Lease with respect to both the 17th Floor Premises and the 16th Floor Premises pursuant to this Section 6, then the Fixed Rent payable by Tenant to Landlord during the 2019 Extension Term solely with respect to the 17th Floor Premises and the 16th Floor Premises shall give notice to Landlordbe a sum equal to:
(i) For the period commencing on October 1, not earlier than sixteen 2019 through and including September 30, 2024, Two Million Eight Hundred Seventy One Thousand Six Hundred Eighty One and 00/100 (16$2,871,681.00) months nor later than twelve Dollars per annum (12$239,306.75 per month); and
(ii) months For the period commencing on October 1, 2024 through and including December 31, 2029, Three Million One Hundred Thirty Thousand Three Hundred Ninety One and 00/100 ($3,130,391.00) Dollars per annum ($260,865.92 per month).
(d) Except as provided in Paragraphs (b) and (c) of this Section 6 and Section 7 of this Modification of Lease, Tenant's occupancy of the 17th Floor Premises and 16th Floor Premises (as the case may be) during the 2019 Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the Lease Term immediately preceding term of this Lease, provided, however, Tenant shall accept the 17th Floor Premises and 16th Floor Premises (as it the case may have been previously extended hereunderbe) in its then as is condition, and except as otherwise specifically provided in Section 8 of Tenant's request for Landlord's quotation to Tenant this Modification of a proposed Annual Fixed Rent for the applicable Extended TermLease, which quotation Landlord shall deliver have no obligation to perform any work in or to the Demised Premises or provide Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord with any monetary allowance and Tenant shall have not reached agreement on a determination of an Annual Fixed Rent for no further right to extend the applicable Extended Term and executed a written instrument extending the Term term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationthis Article.
(Ce) Upon If Tenant does not timely send an Extension Notice pursuant to the giving provisions of notice by Tenant to Landlord exercising Tenant's option to extend this Section 6 (TIME BEING OF THE ESSENCE), this Section 6 shall have no force or effect and shall be deemed deleted from this Modification of Lease.
(f) If the Lease Term is renewed with respect to the 17th Floor Premises and 16th Floor Premises (as the case may be) in accordance with the provisions of this Section 8.20(B) above6, then this Landlord or Tenant can request the other party hereto to execute an instrument setting forth the exercise of Tenant's right to extend the terms of the Lease and the last day of the 2019 Extension Term; provided however in no event shall the failure to execute any such instrument by Tenant have any effect on the validity of the renewal of the Lease Term hereof shall automatically be deemed extended, pursuant to this Section 6.
(g) If Tenant exercises its right to extend the term of the Lease with respect to the 17th Floor Premises and 16th Floor Premises (as the case may be) for the applicable Extended Term2019 Extension Term pursuant to this Section, without the necessity for phrases "the execution term of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth this Lease" or "the Annual Fixed Rent for the applicable Extended Term term hereof" as determined used in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease Lease, shall be construed as referring to include, with respect to the Lease 17th Floor Premises and 16th Floor Premises (as the case may be), when applicable, the 2019 Extension Term, as so extended, unless the context clearly otherwise requires. .
(h) Notwithstanding anything contained herein to the contrarycontrary herein contained, in no event shall Tenant have be permitted the right to exercise more than one extension option at a time and further, Tenant shall not have extend the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall term of the Lease Term hereof be extended for more than ten (10) years after with respect to the 15th Floor Premises pursuant to this Section 6; it being understood that the expiration of the Original Term hereofLease with respect to the 15th Floor Premises shall be September 30, 2019, unless sooner terminated pursuant to the terms of the Lease.
Appears in 2 contracts
Sources: Modification of Lease (Ambac Financial Group Inc), Modification of Lease (Ambac Financial Group Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty twenty-five percent (5025%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two one (21) periods period of five three (53) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "“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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve nine (129) months prior to the expiration of the Term of this Lease Term (as it may have been previously extended hereunder) exercising such option to extend. Promptly after Landlord’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HI) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. I. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to the Landlord's original quotation’s Rent Quotation.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B9.18(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything herein contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten three (103) years after the expiration of the Original Term hereof.
Appears in 2 contracts
Sources: Lease Agreement (Flexion Therapeutics Inc), Lease Agreement (Flexion Therapeutics Inc)
Extension Option. (A) On Upon and subject to the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend following terms and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)conditions, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) term of this Lease for two (2) consecutive periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication provided that (i) Tenant itself occupies at least 50% of the Premises, and (ii) it shall be a condition to the contrary Landlord has no obligation to make any additional payment to extension for the second such period that Tenant in respect shall have timely and properly extended the term of any construction allowance or this Lease for the like or to perform any work to first such period, and (iii) at the Premises as a result time of the its exercise by Tenant of any such option (although extension and at the absence commencement of any construction or other refurbishment allowance from Landlord for the Extended Term such extension period Tenant shall not be a factor considered by all parties in determining the Prevailing Market Rent default under this Section 8.20 Lease beyond the expiration of applicable notice and Exhibit H).
cure periods, and (Biv) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than of such extension at least twelve (12) months prior to the then expiration of the Lease Term (as it may have been previously extended hereunder) term of Tenant's request for Landlord's quotation to this Lease. Provided that the Tenant has timely and properly complied with all the foregoing conditions, then, without the necessity of a proposed Annual Fixed Rent for any further action, the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term term of this Lease pursuant shall be extended for such five-year extension period on all the terms and conditions hereof except that there shall be no further rights of extension after Tenant extends for the second five-year period and for and with respect to each such extension period annual Fixed Rent shall be equal to the greater of (i) the annual Fixed Rent immediately in effect prior to such agreement, extension or (ii) an amount an equal to 87.5% of the then Fair Market Rental Value of the Premises. "Fair Market Rental Value" shall be determined based on the use of the Premises as first-class professional space utilizing properties of a similar character in comparable first-class office buildings within the City of Boston. At least sixty (60) days prior to the last day upon which the Tenant may give notice exercising such option Tenant may request that Landlord designate the annual Fixed Rent payable in respect of the extension period and Landlord shall designate such rent payable during the extended term in question within thirty days thereafter but Landlord shall not be required to make such designation more than seventeen (17) months prior to the commencement of the extended term in question. If Tenant disagrees with Landlord's designation then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, right in its notice exercising such extension to make a request to of Landlord for a broker determination (the "Broker Determination") of the Prevailing Fair Market Rent (as defined in Exhibit H) Rental Value for the applicable Extended Term, such extended term which Broker Determination shall be made in the manner set forth in Exhibit H. D. If Tenant fails timely shall have requested to request the Broker Determination, Determination then the Annual Fixed Rent term of the Lease shall be extended for the applicable Extended Term extended term and the Fair Market Rent Value for the Premises for such extended term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined equal to that designated by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 2 contracts
Extension Option. Tenant shall have one (A1) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as the Term of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still (“Extension Option”) for an additional period of five (5) years (“Extended Term”) by giving Landlord written notice of such election (“Option Exercise Notice”) not earlier than twelve (12) months nor later than nine (9) months prior to the Expiration Date. If Tenant does not timely deliver the Option Exercise Notice, Tenant’s right to exercise the Extension Option shall terminate. Tenant shall have no right to exercise the Extension Option notwithstanding any provision in full force and effect, and (iii) Tenant has the grant to the contrary if ▇▇▇▇▇▇ does not sublet more than occupy at least fifty percent (50%) of the Rentable Floor Area Premises or is in default of this Lease after expiration of any applicable notice and cure period. The Extension Option may be exercised by the Premises originally-named tenant or a Permitted Transferee that has taken an assignment of this Lease and may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity or exercised for the occupancy of any other person or entity. The Extended Term shall be on the same terms and conditions as contained in this Lease except that (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant i) there shall have the be no further right to extend the Term hereof upon all Lease beyond the same termsExtended Term, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which ii) there shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment pre-pay monthly base rent, initial rent concessions or abatements or obligation of Landlord to Tenant in respect of any construction allowance construct tenant improvements or the like or to perform any work to the Premises as pay a result of the exercise by Tenant of any such option tenant improvement allowance, and (although the absence of any construction or other refurbishment allowance from Landlord for iii) Monthly Base Rent during the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior equal to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Fair Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as Rental Rate determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofParagraph.
Appears in 2 contracts
Sources: Lease (BillionToOne, Inc.), Lease (BillionToOne, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty thirty-three percent (5033%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forthforth and there shall be no further right to extend the Term) for two (2one ( 1) periods period of five (5ten ( 10) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice to Landlord, Landlord (the "Extension Term Exercise Notice") not earlier than sixteen twenty-seven (1627) months nor later than twelve eighteen (1218) months prior to the expiration of the Lease Original Term, exercising such option to extend. Within sixty (60) days after Landlord's receipt of the Extension Term Exercise Notice, Landlord shall provide Landlord's good faith designation of the fair market rental value of the Premises for the Extended Term (as it may have been previously extended hereunder) of Tenant's request for "Landlord's quotation to Tenant of a proposed Annual Fixed Extension Term Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's requestQuotation"). If at the expiration of thirty (30) days after the date when Tenant receives Tenant's receipt of Landlord's quotation of the proposed Annual Fixed Extension Term Rent as aforesaid Quotation (the "Extension Term Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent annual rental for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Extension Term Negotiation Period, to either (i) to rescind its delivery of the Extension Term Exercise Notice (in which event, the Lease Term shall expire at the end of the then-current Term as though such notice were not sent by Tenant), or (ii) make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit HJ) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. J. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of an amount equal to the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker DeterminationDetermination or rescind its Extension Term Exercise Notice in accordance with the prior sentence, then the Annual Fixed Rent for the applicable Extended Term Tenant shall be as set forth in deemed to have elected to have accepted Landlord's original quotationExtension Term Rent Quotation ("Tenant's Deemed Acceptance of Landlord's Quotation").
(C) Upon the giving first to occur of notice (i) the agreement by Landlord and Tenant during the Extension Term Negotiation Period on an Annual Fixed Rent for the Extended Term, (ii) the timely request by Tenant to Landlord exercising Tenant's option to extend the Lease Term for a Broker Determination in accordance with the provisions of Section 8.20(Bsubsection (B) above or (iii) the occurrence of Tenant's Deemed Acceptance of Landlord's Quotation in accordance with the provisions of subsection (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (( 10) years after the expiration of the Original Term hereof.
(D) Time is of the essence with respect to the provisions of this Section 9.18.
Appears in 1 contract
Sources: Lease Agreement (Care.com Inc)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive in its sole discretion by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend Extension Option and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (as defined in Section 7.119.1), (ii) this Lease is still in full force and effect, effect and (iii) the Tenant has not sublet more than fifty then occupies seventy percent (5070%) of the Rentable Floor Area entirety of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)initially demised Premises, then Tenant shall have the right (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow expressly set forthforth in this Section 3.3 and Section 3.4) for two one (21) periods period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "(the “Extended Term." ”). Notwithstanding any implication provision of this Lease to the contrary contrary, except as expressly set forth in Section 3.4(e), 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 result of the exercise by Tenant of any such option the Extension Option (although provided that the absence failure of any construction or other refurbishment allowance from Landlord for the Extended Term to do so shall be taken into account as a relevant factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit HRent).
(Bb) If Tenant desires to To exercise its applicable option to extend the TermExtension Option, then Tenant shall give written notice (the “Extension Exercise Notice”) to LandlordLandlord exercising the Extension Option, not earlier than sixteen (16) months nor no later than twelve (12) months and no earlier than eighteen (18) months prior to the then expiration of the Lease Term. No later than eleven (11) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation Term, Landlord shall give to Tenant a quotation of a the proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant or, if Landlord shall not have the right, for provided Landlord’s Rent Quotation within thirty (30) days following the expiration after Tenant’s delivery of the Negotiation PeriodExtension Exercise Notice, to Tenant may make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HSection 3.4) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. Section 3.4. If Tenant timely shall have requested the Broker DeterminationDetermination (i.e., within thirty (30) days after the expiration of the Negotiation Period), then the Annual Fixed Rent for the applicable such Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation.
(Cc) Upon the timely giving of notice the Extension Exercise Notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) aboveLandlord, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended TermTerm upon all of the agreements, terms, covenants and conditions of this Lease except as expressly set forth herein, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.203.3 and in Section 3.4; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein If Tenant fails to the contrarygive a timely Extension Exercise Notice, in then Tenant shall have no event shall Tenant have the further right to exercise more than one extension option at a time and further, Tenant shall not have extend the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall Term of the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofpursuant to this Section 3.3.
Appears in 1 contract
Extension Option. (A) On Provided that no Event of Default, or an event which, upon the conditions (which conditions Landlord may waive by written giving of notice to Tenant) that both or the passage of time could become and Event of Default, has occurred and is continuing under this Lease at the time of exercise of Tenant exercises the herein described applicable option to extend and as of Renewal Option (defined below) or at the commencement of the Extended Renewal Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofbelow), Tenant shall have the right option (the “Renewal Option”) to extend renew this Lease for one additional term (the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth“Renewal Term”) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication by giving Landlord written notice (the “Option Notice”) no earlier than two years but no later than one year prior to the contrary end of the initial Term. If Tenant fails to deliver to Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance the Option Notice on or before the like or to perform any work date that is one year prior to the Premises as a result end of the exercise by Tenant initial Term, time being of any such the essence hereunder, the option (although the absence of any construction or other refurbishment allowance from Landlord to renew this lease for the Extended Renewal Term shall terminate and be of no further force and effect and Tenant shall have no further right to extend or renew this Lease. The Renewal Term shall be a factor considered by all parties in determining on the Prevailing Market Rent under this Section 8.20 same terms and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (conditions as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested this Lease, except that Landlord may elect, in its sole discretion and at no cost to Tenant, to relocate the Broker Determination, then Premises to another location in the Annual Fixed Rent for Landlord’s Premises selected by Landlord. Base Rental during the applicable Extended first year of the Renewal Term shall be the greater of (ai) ninety-five percent [***] (95[***]%) percent of the Prevailing Base Rental last in effect during the initial Term and (ii) Market Rent (as defined hereinafter defined) for renewals of tenant space in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined comparable quality buildings in the relevant manner set forth area in this Section 8.20; and in such event all references herein to which the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofPremises is located.
Appears in 1 contract
Sources: Lease Agreement (NTN Buzztime Inc)
Extension Option. (A) On Subject to the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time terms and provisions of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in this Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)31, Tenant shall have and is hereby granted the right one-time option (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except of this Lease for the Annual Fixed Rent which shall be adjusted during entirety of the option periods as hereinbelow set forthPremises for one (1) for two (2) periods additional period of five (5) years each commencing on August 1, 2018 and ending on July 31, 2023 (such additional period being referred to herein as the “Extended Term”), which Extension Option shall be exercised, if at all, as follows:
A. The Extension Option shall be exercised by Tenant by giving binding written notice (the “Extension Notice”) to Landlord on or before, but not later than, July 31, 2017 (the “Extension Option Exercise Date”‘). In the event that Tenant fails to deliver Tenant’s Extension Notice to Landlord on or before the Extension Option Exercise Date, Tenant shall be deemed to have irrevocably waived its Extension Option hereunder, and this Section 31 shall become null and void and of no further force or effect.
B. The Extended Term shall be on the same terms, covenants, and conditions of this Lease, excluding the provisions of this Section 31 and the provisions of Sections 2.E, 30, 32, 33, and 35 hereof, and except for the Base Rent payable during the Extended Term. Tenant shall have no further right or option to extend the Term of this Lease beyond the Extended Term. Any termination of this Lease during the original Term hereof or during the Extended Term shall terminate all rights under this Section 31. In addition to the Base Rent as hereinafter set forth. Each option period is sometimes herein referred provided, Tenant shall and hereby agrees to as an "continue to pay to Landlord during the Extended TermTerm Operating Cost Share Rent, Tax Share Rent, Additional Rent, and any and all other sums due and payable under the Lease in accordance with the provisions hereof." 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for
C. The Base Rent during the Extended Term shall be the Market Rental Rate (as hereinafter defined). “Market Rental Rate” shall mean the net rental, as of the date for which such Market Rental Rate is being calculated, per annum per rentable square foot for comparable space of comparable size for a factor considered similar term for fully credit-worthy tenants by all parties reference to comparable space primarily in determining the Prevailing Market Rent under this Section 8.20 Building, and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior secondarily in other buildings comparable to the expiration of Building in age and quality in the Lease Term (Chicago, Illinois marketplace, and taking into account any applicable market-based concessions and allowances, as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant well as any change in the Measurement Standard in the event of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation remeasurement by Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreementSection 2.D(2) hereof, then Tenant shall have but excluding those leases where the right, for tenant has an equity interest in the property. Within thirty (30) days following the expiration Landlord’s receipt of the Negotiation PeriodExtension Notice, to make a request to Landlord for a broker determination shall advise Tenant in writing (the "Broker Determination"“Landlord’s Notice”) of the Prevailing Market Rent (as defined in Exhibit H) Rental Rate at which Landlord is prepared to offer the Premises to Tenant for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If In the event Tenant disagrees with Landlord’s determination of the Market Rental Rate, Tenant shall have failed so advise Landlord by written notice at any time within ten (10) business days following Landlord’s Notice objecting to timely request the Broker DeterminationMarket Rental Rate proposed by Landlord and setting forth Tenant’s good faith estimate of the Market Rental Rate (and, then in the Annual Fixed Rent for the applicable Extended Term event Tenant fails to so deliver Tenant’s objection within such 10- business day period, Tenant shall be deemed to have accepted Landlord’s determination of the Market Rental Rate as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that ’s notice). Landlord and Tenant shall thereafter negotiate the Market Rental Rate in good faith for a period not to exceed thirty (30) days. In the event Landlord and Tenant, acting in good faith, are unable to agree to enter into an instrument in writing setting forth on the Annual Fixed Market Rental Rate within such 30-day period, the Market Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease Rate shall be construed determined as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereoffollows:
Appears in 1 contract
Extension Option. (A) On Subject to the terms and conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)contained herein, Tenant shall have the right to extend the Term hereof term of this Lease for one additional period of three (3) years, to begin immediately upon all the same expiration of the original term of this Lease (the “extended term”), provided that each of the following conditions has been satisfied: (i) as of the date of the Tenant’s Notice of Intent (as defined below), the Landlord’s Notice of the Market Rate (as defined below), the Date of Tenant’s Acceptance (as defined below), and as of the commencement of the extended term, Tenant shall not be in default and shall not have previously been in default of its obligations under this Lease beyond any applicable grace period; (ii) Tenant shall have a net income for the 12-month period immediately preceding the date of the Extension Notice and for the 12-month period immediately preceding the commencement of the extended term; and (iii) simultaneously with delivery of the Extension Notice and also at the commencement of the extended term, Tenant shall have delivered to Landlord an audited statement prepared using generally accepted accounting principles evidencing such net income during each of the periods specified in clause (ii) hereinabove. If an audited statement has not yet been prepared for either of the 12-month periods specified in (ii) above, Tenant shall deliver, in lieu thereof, a financial statement certified by an officer of the company and prepared using generally accepted accounting principles to evidence said net income, provided, however, ▇▇▇▇▇▇ shall deliver said audited statement to Landlord immediately upon its completion and if said audited statement does not corroborate the certified financial statement, Landlord shall have the right to terminate the extended term and any extension notice delivered by Tenant shall be deemed null and void and of no further effect as between the parties. Landlord shall not be liable to Tenant for any damages (direct, indirect, punitive, consequential, special or otherwise) incurred by Tenant in connection with any failure of the term of this Lease to be extended hereunder. All of the terms, conditions, covenants and agreements herein contained (provisions of this Lease shall apply to such extended term except for that the Annual Fixed Rent which Rate for such extension period shall be adjusted the market rate at the commencement of such extended term, as designated by Landlord. The “market rate” shall be the annual fair market rental rate during the option periods as hereinbelow set forth) extended term, for two (2) periods leases, for a space of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 similar size to the Premises and of a quality comparable to the Premises, in a comparable market as a result of the exercise reasonably determined by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord Landlord. In order for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option Tenant’s right to extend the Termterm of this Lease to be effective, then Tenant shall give notice notify Landlord in writing of its desire to Landlordextend the term no later than June 15, 2007 (the “Tenant’s Notice of Intent”). If ▇▇▇▇▇▇ delivers the Tenant’s Notice of Intent as aforesaid, then, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation July 5, 2007, Landlord shall give written notice to Tenant of a proposed Annual Fixed Rent for Landlord’s designation of the applicable Extended Term, which quotation Landlord market rate (the “Landlord’s Notice of the Market Rate”). Tenant shall deliver to Tenant either accept or reject in writing within fifteen Landlord’s designation of the market rate no later than July 15, 2007 (15) business days after receipt in the event Tenant accepts Landlord’s designation, the date of Tenant's request’s acceptance is referred to herein as the “Date of ▇▇▇▇▇▇’s Acceptance”). If at Any failure on the expiration part of thirty (30) days after Tenant to deliver, or any act or omission by Tenant not to deliver, its notice accepting or rejecting the date when Tenant receives Landlord's quotation ’s designation of the proposed Annual Fixed Rent as aforesaid (market rate shall bind Tenant to Landlord’s designation of the "Negotiation Period"), Landlord market rate and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term extension of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, effected without the necessity for the execution of any additional documents. If Tenant accepts the Landlord’s designation of the market rate, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term extension of this Lease shall be construed as referring automatically effected without the execution of any additional documents. If Tenant fails or decides not to timely deliver its Notice of Intent, or rejects Landlord’s designation of the Lease Termmarket rate, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and furtheraforesaid, Tenant shall not be deemed to have the waived its right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall extend the term of the Lease Term hereof hereunder. The original term and the extended term are hereinafter collectively called the “term”. In any event, the Annual Fixed Rent Rate for the extended term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to such extended for more than ten (10) years after the expiration of the Original Term hereofterm.
Appears in 1 contract
Sources: Lease (Lemaitre Vascular Inc)
Extension Option. A. Tenant shall have two options (Aeach, an “Extension Option”) On to extend the conditions term of this Lease, each for an additional period of five (which conditions Landlord may waive by written notice to Tenant5) that both at years. The first such five—year period (the time of exercise “First Extended Term”) shall begin immediately upon the expiration of the herein described applicable option to extend Original Term of this Lease, and the second such five-year period (the “Second Extended Term”) shall begin immediately upon the expiration of the First Extended Term, provided that each of the following conditions has been satisfied:
(i) As of the date of an Extension Notice (defined below) and as of the commencement of the First Extended Term and, if applicable, the Second Extended Term, Tenant has not been in question (i) there exists no default of its monetary or other material Event obligations beyond the expiration of Default (defined in Section 7.1)any applicable cure periods under this Lease more than two times during the Term, including any Extended Term;
(ii) this Lease is still in full force and effect, and Tenant simultaneously exercises an extension option under the Building 65 Lease; and
(iii) Tenant has not sublet subleased 20% or more than fifty percent (50%) of the Rentable Floor Area sum total of (a) the rentable square footage of the Premises plus (except for a subletting permitted without Landlord's consent b) the rentable square footage of the premises under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)the Building 65 Lease , Tenant shall have both at the right to extend time of the Extension Notice and as of the commencement of the First Extended Term hereof upon all and, if applicable, the same Second Extended Term.
B. All of the terms, conditions, covenants and agreements herein contained (provisions of this Lease shall apply to each Extended Term except for that the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) Rate for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties the then- fair market rental rate for premises of comparable size and quality to the Premises, in determining comparable buildings in the Prevailing competitive market area as of the commencement of the applicable Extended Term, (the “Fair Market Rate”), excluding the annual charge-off for the bridge connecting the Premises to the Building 65 Premises (the “Connector Bridge”), but in no event less than the average Annual Fixed Rent Rate in effect during the term immediately preceding the Extended Term in question. For the avoidance of doubt, the Annual Fixed Rent Rate during the First Extended Term shall be no less than $28.04 per rentable square foot of Premises (i.e., the average rental rate per rentable square foot of Premises during the Original Term), and during the Second Extended Term, the Annual Fixed Rent Rate shall be no less than the average Annual Fixed Rent Rate in effect during the First Extended Term. In addition, it is expressly understood and agreed that the annual charge-off for the amortized cost of the Connector Bridge pursuant to Section 3.8 of the Building 65 Lease is payable in addition to and apart from the Fixed Rent during the Term and shall not be included in the determination of the Fair Market Rent under this Section 8.20 during any Extended Term. At the time of commencement of an Extended Term, Tenant’s Base Operating Costs shall be revised to be Operating Costs for first full calendar year of the Extended Term grossed up if necessary to reflect full occupancy, and Exhibit H).
(B) Base Taxes shall be revised to be Taxes for the first fiscal year which begins during the first Lease Year of the Extended Term, grossed up if necessary to reflect full assessment. If Tenant desires shall elect to exercise an Extension Option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its applicable option to extend the Term, then Tenant shall give notice to Landlord, election not earlier than sixteen (16) months nor later than twelve fifteen (1215) months prior to the expiration of the Original Term of this Lease, or fifteen (15) months prior to the expiration of the First Extended Term, as the case may be. If Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents, but the parties subsequently shall enter into a lease amendment as contemplated under Section 2.3.F below.. The Original Term and each Extended Term are hereinafter collectively sometimes called the “Term” or the “term”.
C. Not later than fourteen (14) months prior to the expiration of the Original Term or the First Extended Term, as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to applicable, Landlord shall notify Tenant of a proposed Annual Fixed Rent Landlord’s determination of the Fair Market Rate for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within . Within fifteen (15) business days after receipt of Tenant's requestLandlord gives Tenant Landlord’s proposal for Fair Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If at Tenant disagrees with Landlord’s designation, Landlord and Tenant shall commence negotiations to agree upon the expiration of Fair Market Rate. If Landlord and Tenant are unable to reach agreement on the Fair Market Rate within thirty (30) days after the date when on which Landlord first gave Tenant receives Landlord's quotation ’s proposal for the Fair Market Rate, then the Fair Market Rate shall be determined as provided below.
D. If Landlord and Tenant are unable to agree on the Fair Market Rate by the end of the proposed Annual Fixed Rent as aforesaid said thirty (the "Negotiation Period")30)-day period, then within five (5) days thereafter, Landlord and Tenant have not reached agreement on shall each simultaneously submit to the other in a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration sealed envelope its good faith estimate of the Negotiation PeriodFair Market Rate, to make a request to Landlord for a broker determination (including anticipated steps in rent, if any. If the "Broker Determination") higher of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-such estimates is not more than one hundred five percent (95105%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationother estimate, then the Annual Fixed Rent for the applicable Extended Term Fair Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Fair Market Rate shall be determined by an independent arbitrator as set forth in Landlord's original quotationbelow.
E. Within seven (C7) Upon days after the giving exchange of notice by Tenant to Landlord exercising Tenant's option to extend estimates, the Lease Term in accordance with the provisions of Section 8.20(B) aboveparties shall select, then this Lease and the Lease Term hereof shall automatically be deemed extendedas an arbitrator, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined a mutually acceptable commercial real estate broker or appraiser licensed in the relevant manner set forth Commonwealth of Massachusetts specializing in this Section 8.20; and the field of commercial office leasing in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Termsuburban Boston area, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in having no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more less than ten (10) years years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the expiration arbitrator shall determine the Fair Market Rate by selecting either the Landlord’s estimate of Fair Market Rate or the Tenant’s estimate of Fair Market Rate. Such arbitrator must choose the proposed Fair Market Rate that he/she determines is closest to the actual market rental rate for the Premises, taking into account that the Annual Fixed Rent Rate must in no event be less than the average Annual Fixed Rent Rate in effect during the immediately preceding term, as specifically set forth in Section 2.3 (B). There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Fair Market Rate for the Extended Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent Rate for the Extended Term. The costs of the Original Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such counsel.
F. Once the Fair Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the applicable Extended Term. For any part of the Extended Term hereofduring which the Fixed Rent Rate is in dispute, or has not yet been finally determined, Tenant shall make payments to Landlord on account of Fixed Rent at the rate per square foot of Rentable Floor Area of the Premises last paid under this Lease. The parties shall adjust for any overpayments or underpayments upon final determination of such rent.
Appears in 1 contract
Sources: Office Lease (Avid Technology, Inc.)
Extension Option. (Aa) On Provided that Tenant reasonably complies with the terms and conditions contained in this Section 48, Tenant may extend the term of this Lease for one (which conditions Landlord may waive 1) additional five (5) year period beyond the end of the Lease by written notice of its election to Tenantdo so, given to Landlord not later than ninety (90) that both days prior to the expiration of the Term. The extended term of the Lease shall be on all the terms and conditions of the Lease applicable at the time of exercise expiration of the herein described applicable option Term of the Lease, except for the amount of Rent, which Tenant covenants and agrees to extend and pay as follows:
(1) the rental rate for the five (5) year renewal term shall be equal to the fair market value for rental of similar space in similar buildings located in the downtown St. Petersburg area as of the commencement first day of the Extended Term in question renewal Term.
(ib) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the no further right to extend the terms of the Lease except as provided for herein. Tenant shall not have any rights to extend the term of the Lease under this Section 48 if (i) Tenant has failed to perform its obligations under the Lease or has otherwise defaulted under the initial term of this Lease or any renewal thereof, and which has not been cured within the applicable curative period provided herein, or (ii) the event of default exists on the expiration date of the initial Term hereof upon all or any renewal term thereof, or on the date which Tenant gives notice of its intent to exercise its renewal option, and which default has not been cured within the applicable curative period provided herein; it being the parties' agreement that items (i) and (ii) in this Paragraph (b) are express conditions precedent to Tenant's right to any extension option contained in this Section 47.
(c) The net fair market value for rental of similar space in the marketplace contemplated by subparagraph (a) above shall be determined by mutual agreement of the parties. The phrase net fair market value as used in this Lease shall mean the annual amount per rentable square foot that landlords have accepted in current transactions between non-affiliated parties from renewal, non-sublease, non-expansion, and non-equity tenants for comparable space in comparable buildings in the downtown St. Petersburg area, for a comparable period of time. In any determination of net fair market value, appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, dollar amount expense stop, length of lease term, size and location of premises being leased, similar signage rights granted under this Lease, and other generally applicable conditions of tenancy for such comparable transactions but ignoring and not giving any consideration to the presence or absence of the brokerage commission. The intent is that ▇▇▇▇▇▇ will obtain the same termsrent and other economic benefits that landlords would otherwise have given tenants in comparable transactions and that Landlord will make, conditionsand receive, covenants the same economic payments and agreements herein contained (except for the Annual Fixed Rent which concessions that landlords would otherwise make to tenants in comparable transactions. The value so determined shall be adjusted during in writing and signed by the parties more than six (6) months prior to the commencement of an option periods as hereinbelow set forthor renewal term. If the parties cannot agree on such value prior to such six (6) for two (2) periods month period, then Landlord shall, at its sole cost, engage a qualified real estate appraiser of Landlord's choice with a MAI designation who shall, no later than five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at determine the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation value of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration fair market rental of the Negotiation Period, to make a request to Landlord for a broker determination (Premises. The parties agree that the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term value so determined by such appraiser shall be the greater of (a) ninety-five percent (95%) value for the purposes of the Prevailing Market Rent extension of this Lease. The parties acknowledge that they have read this Lease (as defined to include its Exhibits and attachments) in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period its entirety, that they are familiar with all of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationterms, then the Annual Fixed Rent for the applicable Extended Term shall be as covenants, provisions and conditions set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) abovetherein and that there are no other representations, then undertakings, warranties or agreements concerning this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument which do not appear in writing setting forth therein. The parties further acknowledge that the Annual Fixed Rent for terms and provisions contained within this Lease have been fully, freely and fairly negotiated by and between them and shall not be construed against either party as the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term drafter of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofLease.
Appears in 1 contract
Sources: Lease Agreement (Affinity International Travel Systems Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that that, both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question Term: (i) there exists no monetary or other material “Event of Default Default” (defined in Section 7.115.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 12.5 hereof), then Tenant shall have the right (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forthforth and except that there shall be no further option to extend) for two one (21) periods period of five (5) years each as hereinafter set forth. Each Such option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)Extension Option.
(B) If Tenant desires to exercise its applicable option to extend the TermExtension Option, then Tenant shall give notice (“Exercise Notice”) to Landlord, not earlier than sixteen twenty (1620) months nor later than twelve (12) months prior to the expiration of the Term of this Lease exercising the Extension Option. If Tenant shall not have timely given Tenant’s Exercise Notice on or before the date twelve (12) months prior to the expiration of the Term (as it may have been previously extended hereunder) of Tenant's request for this Lease, then such Extension Option shall be void and of no further force and effect. Promptly after ▇▇▇▇▇▇▇▇’s receipt of the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended TermTerm (“Landlord’s Rent Quotation”); provided, which quotation however, that in no event shall Landlord shall deliver be obligated to Tenant in writing within fifteen provide Landlord’s Rent Quotation more than twelve (1512) business days after receipt months prior to the expiration of Tenant's requestthe Term of this Lease. If at the expiration of thirty (30) days after the date when Tenant ▇▇▇▇▇▇ receives Landlord's quotation of the proposed Annual Fixed ’s Rent as aforesaid Quotation (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable such Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B3.2 (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.203.2; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm.
Appears in 1 contract
Sources: Lease (Akebia Therapeutics, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and So long as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and subject to the Conditions (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or as hereinafter defined), which Landlord may waive, in its discretion, at any occupancy permitted under Section 5.6.6 hereof)time, but only by notice to Tenant, Tenant shall have the right to extend the Term hereof upon all term of this Lease for one (1) additional period (the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth“Extended Term”) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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." Notwithstanding any implication . All of the terms, covenants and provisions of this Lease applicable immediately prior to the contrary Landlord has no obligation to make any additional payment to Tenant in respect commencement of any construction allowance or the like or to perform any work Extended Term shall apply to the Premises as a result of Extended Term except that (i) the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord Annual Fixed Rent for the Extended Term shall be a factor considered the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by all parties in determining the Prevailing Market Rent under this Section 8.20 Landlord by notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided; and Exhibit H).
(Bii) If Tenant desires to exercise its applicable option shall have no further right to extend the term of this Lease beyond the Extended Term, then . If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice to Landlord, (an “Election Notice”) of its election not earlier than sixteen (16) months nor later than twelve (12) months nor sooner than fifteen (15) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended 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 failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's no further option to extend the Lease Term in accordance 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 8.20(B2.6, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) above, then this Lease and the Lease Term hereof shall be automatically be deemed extended, for the applicable Extended Term, effected without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into but the parties shall, at the request of either, execute an instrument in writing setting forth agreement confirming the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein Term. Following a request by Tenant made not earlier than eighteen (18) months prior to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm, for Landlord’s determination of the fair market rental value for the Extended Term, Landlord shall give Tenant notice of such determination not later than thirty (30) days after receipt of such request. The “Conditions” are that, as of the date of the Election Notice there shall exist no Default of Tenant and Prometheus Biosciences, Inc. (or any successor by Merger, or any Affiliate) shall actually occupy the entire Premises.
Appears in 1 contract
Sources: Lease (Prometheus Biosciences, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material “Event of Default Default” (defined in Section 7.115.1), and (ii) this Lease is still in full force and effect, and on the further condition (iiiwhich condition Landlord may waive by written notice to Tenant) that both as of the time of exercise of the herein described option to extend and as of the commencement of the option term in question, ▇▇▇▇▇▇ Worldwide, LLC, ▇▇▇▇▇, ▇.▇., and/or Tenant has not sublet more than Affiliates and/or a Permitted Tenant Successor (each as defined in Section 12.2) are occupying, in the aggregate, at least fifty percent (50%) percent of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)then demised to -17- Tenant, Tenant shall have the right two separate consecutive options to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forthforth and except that there shall be no further option to extend) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "the “Extended Term." ” Notwithstanding any implication to the contrary 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable an option to extend the Term, then Tenant shall give notice (“Extension Exercise Notice”) to LandlordLandlord on or before March 1, not earlier than sixteen (16) months nor later than twelve (12) months prior 2013 with respect to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable first Extended Term and executed a written instrument extending on or before March 1, 2018 with respect to the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable second Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Lease Agreement (Havas)
Extension Option. 39.1 Lessor hereby grants to Lessee one (A1) On option (the conditions (which conditions Landlord may waive by written notice to Tenant"Extension Option") that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all of the same terms, conditions, covenants and agreements herein contained (except Lease for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods an additional period of five (5) years each (the "Option Term"), on the same terms, covenants and conditions as hereinafter set forth. Each option period is sometimes herein referred to as an provided for in this Lease during the initial Term, except:
(a) the monthly base rent payable during the Option Term shall be the "Extended Term.fair market rental rate" 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 for the Premises as a result of defined and determined in accordance with the exercise by Tenant of any such option Fair Market Rental Rate Rider attached to this Lease as EXHIBIT "C," provided, however, in no event shall the monthly base rent payable during the Option Term be less than the Adjusted Monthly Base Rent in effect from time to time, determined pursuant to SECTION 39.4 below; (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term b) Lessor shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option have no further right to extend the Term; and (c) the terms of EXHIBIT "B" shall be inapplicable to the Option Term.
39.2 The Extension Option must be exercised, then Tenant shall give if at all, by written notice ("Extension Notice") delivered by Lessee to Landlord, not earlier than sixteen (16) months nor Lessor no later than twelve the date which is one hundred eighty (12180) months days prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenantinitial Term. The Extension Option shall, at Lessor's request for Landlord's quotation sole option, not be deemed to Tenant of a proposed Annual Fixed Rent be properly exercised if, at the time such Extension Option is exercised or on the scheduled commencement date for the applicable Extended Option Term, which quotation Landlord shall deliver to Tenant Lessee is then in writing within fifteen (15) business days after receipt of Tenant's request. If at default or Lessee has been chronically delinquent during the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent initial Term as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination"described in SECTION 15.1(E) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationLease.
(39.3 Notwithstanding the determination of fair market rental rate pursuant to EXHIBIT "C) Upon the giving " or of notice by Tenant Adjusted Monthly Base Rent pursuant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrarySECTION 39.4, in no event shall Tenant have the right to exercise more monthly base rent payable during any month of the Option Term be less than one extension option at a time and further, Tenant the monthly base rent payable during the previous month.
39.4 Adjusted Monthly Base Rent shall not have be determined in accordance with the right to exercise its second extension option unless it has duly exercised its following formula on the first extension option, and in no event shall day of each of the Lease Term hereof be extended for more than ten five (105) years after the expiration of the Original Option Term hereof(the "Adjustment Date(s)") and shall be in effect for the subsequent 12 months: Adjusted Monthly Base Rent = monthly base rent as of the day prior to applicable Adjustment Date x (CPI-2/CPI-1). In applying the above, the following definitions shall be used:
39.4.1 PRECEDING YEAR OF THE LEASE TERM" means the 12 months preceding the applicable Adjustment Date.
Appears in 1 contract
Sources: Standard Commercial Industrial Triple Net Lease (Titan Motorcycle Co of America Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question Provided (i) there exists no monetary Default of Tenant has occurred and is continuing hereunder (Tenant acknowledging that, notwithstanding anything to the contrary contained herein or other material Event otherwise implied by this Lease, Landlord has no obligation to accept any cure following the expiration of Default (defined in Section 7.1applicable cure periods), (ii) this Lease the original named Tenant (or an assignee of Tenant permitted without Landlord’s consent pursuant to Section 7.7 hereof) is still in full force occupying at least 65% of the Premises then demised hereunder both on the date such notice is given and effect, on the commencement date of the Extension Term and (iii) Tenant has not sublet more 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 fifty percent (50%) 60 days following the expiration of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)applicable Extension Term, Tenant shall have the right may elect to extend the Lease Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of consecutive five (55)-year periods (each, an “Extension Term”) years by giving Landlord irrevocable notice of each as hereinafter set forth. Each option period is sometimes herein referred to as such election (an "Extended Term." Notwithstanding any implication to the contrary Landlord has “Extension Notice”) 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 later than 12 months, and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not no earlier than sixteen (16) months nor later than twelve (12) months 18 months, prior to the expiration of the initial Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended or first Extension Term, which quotation Landlord as applicable). Such extension shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation be upon all of the proposed Annual Fixed Rent as aforesaid same terms, covenants, and conditions contained in this Lease, except that (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then a) Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option no further right to extend the Lease Term in accordance with (other than, during the provisions of Section 8.20(B) abovefirst Extension Term, then this Lease and the right to extend the Lease Term hereof shall automatically be deemed extended, for the applicable Extended second Extension Term), without (b) the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Base Rent for the applicable Extended Extension Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein shall be at a rate equal to the Lease Term Fair Market Rent as of the commencement date of the Extension Term, and (c) Landlord shall have no obligation to make or the Term of this Lease shall be construed as referring pay for any improvements to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein Premises or Building or to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration pay any allowances or inducements of the Original Term hereofany kind.
Appears in 1 contract
Sources: Lease Agreement (LogMeIn, Inc.)
Extension Option. Provided that Inktomi Corporation has not assigned this Lease or sublet more than twenty percent (A20%) On of the conditions Premises other than to an Affiliate (which conditions Landlord may waive by written notice it being intended that all rights pursuant to Tenant) that both this provision are and shall be personal to the original Tenant under this Lease and its Affiliates and shall not be transferable or exercisable for the benefit of any Transferee other than an Affiliate), and provided Tenant is not in default under this Lease at the time of exercise or at any time thereafter until the beginning of any such extension of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Term, Tenant shall have the right option (the "EXTENSION OPTION") to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional consecutive period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred ("EXTENSION PERIOD"), by giving written notice to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than Extension Option at least twelve (12) months months, but not more than eighteen (18) months, prior to the expiration of the initial Term. The exercise of the 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 Term (as it may have been previously shall automatically be extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt Extension Period without the execution of Tenant's request. If at any further instrument by the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), parties; provided that Landlord and Tenant have shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Option. The Extension Option shall terminate if not reached agreement on a determination exercised precisely in the manner provided herein. Any extension of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of shall be upon all the terms and conditions set forth in this Lease pursuant to such agreementand all Exhibits thereto, then except that: (i) Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's no further option to extend the Lease Term of the Lease; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in accordance with the provisions of Section 8.20(BPremises; and (iii) above, Base Rent for any such Extension Period shall be the then this Lease and the Lease Term hereof shall automatically be deemed extended, Fair Market Base Rental (as defined below) for the applicable Extended Term, without the necessity Premises for the execution of any additional documentsspace and term involved, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term which shall be established as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofbelow.
Appears in 1 contract
Sources: Lease Agreement (Inktomi Corp)
Extension Option. (Aa) On Notwithstanding anything to the conditions contrary set forth in this Agreement (including without limitation, Sections 2.5 and 10.5 (which conditions Landlord provisions shall not be applicable to this Section 2.25 except as expressly provided below in this Section 2.25) or any other Credit Document, Company may waive by written at any time and from time to time request that the scheduled final maturity date of all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be extended (any such Term Loans which have been so extended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Term Loans, Company shall provide a notice to Tenant) that both at the time Administrative Agent (who shall provide a copy of exercise such notice to each of the herein described applicable option to extend and as Lenders of the commencement applicable Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term in question Loans to be established, which terms shall be identical to the Term Loans of the Existing Term Loan Class from which they are to be extended except (i) there exists no monetary the scheduled final maturity date shall be extended and all or other material Event any of Default the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class, (defined ii)(A) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for the Term Loans of such Existing Term Loan Class and (B) additional fees may be payable to the Lenders providing such Extended Term Loans in Section 7.1addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment (iias defined below) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) the voluntary and mandatory prepayment rights of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term Loans shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior subject to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner provisions set forth in Exhibit H. If Tenant timely Section 2.13 and Section 2.14. No Lender shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Loans pursuant to any Term immediately prior to such Extended TermLoan Extension Request. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Any Extended Term Loans made pursuant to any Term Loan Extension Request shall be as set forth in Landlord's original quotationconstitute a separate Class of Term Loans from the Existing Term Loan Class of Term Loans from which they were extended.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Extension Option. (A) On So long as Tenant is not then in default under the Lease, on the terms and conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term stated in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Paragraph 3, Tenant shall have the right option to extend the Term hereof upon all term of the same terms, conditions, covenants and agreements herein contained Lease for up one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods of additional five (5) years each as hereinafter set forthyear period commencing December 1, 2000 and expiring on November 30, 2005 (the "Additional Term"). Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to To exercise its applicable option to extend the Lease for the Additional Term, then Tenant shall give must deliver to Landlord a written notice to Landlord, not earlier than sixteen (16an "Option Notice") exercising its extension option at least six (6) months nor later (but not more than twelve (12) months months) prior to the expiration date the then Lease Term will expire, together with a then current financial statement of Tenant. If such financial statement shows a material adverse change in Tenant's financial condition since the date of this Agreement, at Landlord's option, Tenant's exercise of its extension option shall be null and void. The extension option granted to Tenant pursuant to this Paragraph 3 is personal to Tenant and may not be exercised by or for the benefit of any assignee or sublessee of Tenant, except for assignees or sublessees which are affiliates of Tenant (i.e., an entity which owns, is owned by, is under common control with or results from a merger or consolidation with Tenant). All of the Lease Term (terms and conditions of the Lease, as it may have been previously extended hereunderbe amended, shall apply during the Additional Term except (i) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent the base annual rent shall be the "fair market rent" (defined below) for the applicable Extended Premises as agreed to by Landlord and Tenant or determined by arbitration as set forth below; (ii) unless otherwise agreed by Landlord in writing, there shall be no further renewal options after the commencement of the Additional Term, which quotation ; and (iii) Landlord shall deliver have no tenant improvement obligations with respect to Tenant the Premises except as otherwise agreed in writing within fifteen (15) business days after receipt of Tenant's requestby Landlord. If at When the expiration of thirty (30) days after rental rate for the date when Tenant receives Landlord's quotation Additional Term is determined, whether by agreement of the proposed Annual Fixed Rent parties or pursuant to arbitration as aforesaid (the "Negotiation Period")provided below, Landlord and Tenant have not reached agreement on a determination of shall enter into an Annual Fixed Rent amendment to the Lease setting forth the new base rent for the applicable Extended Term Premises, the extended term and executed such other terms as may be applicable. The term "fair market rent" means the rate per rentable square foot that a written instrument extending willing, non-equity tenant would pay in an arms-length transaction for comparable space in the Term Building and in comparable buildings in the central business district of this Lease pursuant to such agreementSeattle, then Tenant shall have the rightWashington, for thirty leases having a sixty (3060) days following month term, taking into account the expiration then condition of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made improvements in the manner set forth Premises and concessions, credits and discounts then typically offered by landlords of comparable buildings in Exhibit H. If Tenant timely shall have requested the Broker Determinationcentral business district of Seattle, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermWashington. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent base annual rent for the applicable Extended Additional Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed determined as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereoffollows:
Appears in 1 contract
Extension Option. (Aa) On the conditions (which conditions Landlord may waive in its sole discretion by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend Extension Option and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (as defined in Section 7.119.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty then occupies one hundred percent (50100%) of the Rentable Floor Area entirety of the Premises initially demised Premises, and (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)iv) Tenant shall have delivered to Landlord an extension of the Letter of Credit through the expiration of the Extended Term, then Tenant shall have the right (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow expressly set forthforth in this Section 3.3 and Section 3.4) for two one (21) periods period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "(the “Extended Term." ”). Notwithstanding any implication provision of this Lease to the contrary contrary, except as expressly set forth in Section 3.4(e), 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)Extension Option.
(Bb) If Tenant desires to To exercise its applicable option to extend the TermExtension Option, then Tenant shall give written notice (the “Extension Exercise Notice”) to LandlordLandlord exercising the Extension Option, not earlier no later than sixteen nine (169) months nor later and no earlier than twelve (12) months prior to the expiration of the Lease Term Term. Within thirty (as it may have been previously extended hereunder30) days after receipt of Tenant's request for Landlord's quotation the Extension Exercise Notice, Landlord shall give to Tenant a quotation of a the proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant Term based on Landlord’s determination of Prevailing Market Rent (as defined in writing within fifteen Section 3.4(d)) (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to may make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. Section 3.4. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation.
(Cc) Upon the timely giving of notice the Extension Exercise Notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) aboveLandlord, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended TermTerm upon all of the agreements, terms, covenants and conditions of this Lease except as expressly set forth herein, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.203.3 and in Section 3.4; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration exercise, if applicable, of the Original Extension Option. If Tenant fails to give a timely Extension Exercise Notice, then Tenant shall have no further right to extend the Term hereofof the Lease pursuant to this Section 3.3.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that that, both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question question: (i) there exists no monetary or other material Event of Default (defined in Section 7.1)Default, (ii) this Lease is still in full force and effect, and (iii) Hubspot, Inc., itself, a Permitted Tenant has not sublet more than fifty Successor, and/or Tenant Affiliates occupy one hundred percent (50100%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Premises, then Tenant shall have the right to extend the Term hereof upon form the original expiration date hereof for one (1) periods of three (3) years. Such option period is sometimes referred to as the “Extended Term.” Such extension shall be on all of the same termsterms and conditions of this Lease, conditions, covenants and agreements herein contained (except for that the Annual Fixed Rent which shall be adjusted during equal to the option periods Fair Market Rental Value, as hereinbelow set forth) for two (2) periods determined below, as of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "the commencement of the Extended Term." Notwithstanding any implication to the contrary , and Landlord has no obligation to make any additional payment to Tenant in respect of provide any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)extension.
(B) If Tenant desires In order to exercise its applicable the option to extend the Term, then Tenant shall give notice (“Tenant’s Extension Notice”) thereof to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve (12) months prior to the expiration of the Lease then-current Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to this Lease, whereupon Landlord shall tell Tenant of a the proposed Annual Fixed Rent for the applicable Extended Term, which quotation Term (“Landlord’s Quotation”). Such Tenant’s Extension Notice shall be irrevocable. Landlord and Tenant shall deliver attempt to Tenant in writing agree on the Annual Fixed Rent for the Extended Term within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid ’s Quotation (the "“Negotiation Period"”), . If Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term so agreed and executed a written instrument extending evidencing such agreement within the Term of this Lease pursuant to such agreementNegotiation Period, then Landlord and Tenant shall have the righteach, for thirty within seven (307) days following from the expiration of the Negotiation Period, to make designate an independent, licensed real estate broker, who shall have at least ten (10) years’ experience as a request to Landlord for a licensed real estate broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined specializing in Exhibit H) for the applicable Extended Term, which Broker Determination commercial leasing and who shall be made familiar with the commercial real estate market in which the manner set forth in Exhibit H. If Tenant timely Building is located. Said brokers shall have requested each determine the Broker Determination, then the Annual Fixed Fair Market Rent for the applicable Extended Term shall be Premises within fifteen (15) days. If the greater lower of (a) the two determinations is not less than ninety-five percent (95%) of the Prevailing higher of the two determinations, then the Fair Market Rent shall be the average of the two determinations. If the lower of the two determinations is less than ninety-five percent (as defined in Exhibit H95%) as determined of the higher of the two determinations, then the two brokers shall render separate written reports of their determinations and within fifteen (15) days thereafter the two brokers shall appoint a third broker with like qualifications. Such third broker shall be furnished the written reports of the first two brokers. Within fifteen (15) days after the appointment of the third (3rd) broker, the third broker shall appraise the Fair . Market Rent. The Fair Market Rent for purposes of this Section shall equal the average of the two closest determinations; provided, however, that (a) if any one determination is agreed upon by any two of the Broker Determination or brokers, then the Fair Market Rent shall be such determination, and (b) if any one determination is equidistant from the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationother two determinations, then the Market Rent shall be such middle determination. The Annual Fixed Rent for the applicable Extended Term in question shall be the Fair Market Rent as set forth so determined. Landlord and Tenant shall each bear the cost of its broker and shall share equally the cost of the third broker. Among the factors to be considered in Landlord's original quotationdetermining Fair Market Rent shall be the rental rates then being obtained for renewal leases for similar space in office buildings of similar quality, in similar locations, that are of comparable age to the Building and are leased to first-class private sector tenants. All determinations shall reflect market conditions expected to exist as of the date Annual Fixed Rent based on Fair Market Rent is to commence.
(C) Upon the timely giving of notice by Tenant to Landlord exercising Tenant's option to extend ’s Extension Notice, the Lease Term in accordance with the provisions term of Section 8.20(B) above, then this Lease and the Lease Term hereof shall be automatically be deemed extended, extended for the applicable Extended Term, Term without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to mean the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein As soon as it is determined, Landlord and Tenant agree to enter into an document setting forth the contrary, in no event shall Tenant have Annual Fixed Rent for the right to exercise more than one extension option at a time and further, Extended Term. If Tenant shall not have the right to exercise its second timely give Tenant’s Extension Notice, then Tenant’s extension option unless it has duly exercised its first extension option, shall be void and in of no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereoffurther force and effect.
Appears in 1 contract
Sources: Lease Agreement (Hubspot Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and So long as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and the named Tenant as set forth in Section 1.1 (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)successor by merger, or any Affiliate) shall actually occupy the entire Premises, Tenant shall have the right to extend the Term hereof upon all term of this Lease for one (1) additional period (the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth"EXTENDED TERM") for two (2) periods of five (5) years each as hereinafter set forthyears. Each option period is sometimes herein referred to as an "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." Notwithstanding any implication . All of the terms, covenants and provisions of this Lease applicable immediately prior to the contrary Landlord has no obligation to make any additional payment to Tenant in respect expiration of any construction allowance or the like or to perform any work Original Term shall apply to the Premises as a result of Extended Term except that the exercise by Tenant of any Annual Fixed Rent for such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by all parties in determining the Prevailing Market Rent under this Section 8.20 Landlord by notice to Tenant ("LANDLORD'S NOTICE"), but subject to Tenant's right to dispute as hereinafter provided; and Exhibit H).
(Bii) If Tenant desires to exercise its applicable option shall have no further right to extend the Term, then term of this Lease beyond the Extended Term hereinabove provided. Upon request by Tenant shall give notice to Landlord, not earlier no sooner than sixteen ten (16) months nor later than twelve (1210) months prior to the expiration of the Original Term, Landlord shall, within ten (10) business days following the request, provide Tenant with the Market Rate for such Extended Term. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice of its election not later than nine (9) months prior to the expiration of the Original Term. If Tenant fails to give such notice to Landlord, the term of this Lease Term (as 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 may have been previously extended hereunder) being agreed that time is of Tenant's request for the essence with respect to the giving of any such notice. If Tenant shall extend the term hereof pursuant to the provisions of this Section 2.3, such extension shall be automatically effected without the execution of any additional documents, but Tenant shall, at Landlord's quotation to Tenant of a proposed request, execute an agreement confirming the Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Lease Agreement (Sonesta International Hotels Corp)
Extension Option. Subject to Subsection B below, Subtenant may at its option extend the Term of this Lease for one period of approximately three (A3) On years and four (4) months, expiring September 30, 2007. Such period is called the conditions (which conditions Landlord may waive by written notice to Tenant) “Renewal Term”. The Renewal Term shall be upon the same terms contained in this Sublease, except that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists Sublandlord shall have no monetary or other material Event of Default (defined obligation to provide Subtenant with any Tenant Improvement Allowances in Section 7.1)connection with the Renewal Term, (ii) this Lease is still in full force and effectthe Base Rent during the Renewal Term shall be as set forth below, and (iii) Tenant has not sublet more than fifty percent (50%) any reference in the Sublease to the “Term” of the Rentable Floor Area Sublease shall be deemed to include any Renewal Term and apply thereto, unless it is expressly provided otherwise. Subtenant shall have no additional extension options.
A. The Base Rent through and including the eight (8) month of the Premises Renewal Term (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend seventy second (72nd) month of the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which as extended) shall be adjusted Seventy Thousand One Hundred Sixteen and 20/100ths Dollars ($70,116.20) (calculated at $2.20 per square foot per month). The Base Rent commencing with the seventy third (73rd) month shall be $2.25 per square foot per month, and shall be increased by $0.05 per square foot per month on each anniversary of the Commencement Date during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Renewal Term." Notwithstanding any implication to
B. To exercise 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 option, Subtenant must deliver a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give binding notice to Landlord, Sublandlord not earlier sooner than sixteen eight (16) 8) months nor later than twelve six (126) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the initial Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermSublease. If Tenant shall have failed Subtenant fails to timely request the Broker Determinationgive its notice of exercise, then the Annual Fixed Rent for the applicable Extended Term shall Subtenant will be as set forth in Landlord's original quotationdeemed to have waived its option to extend.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's C. Subtenant’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein Sublease is subject to the Lease Term or conditions that: (i) on the Term of date that Subtenant delivers its binding notice exercising an option to extend, Subtenant is not in default under this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years Sublease after the expiration of any applicable notice and cure periods, and (ii) Subtenant shall not have assigned the Original Term hereofSublease to any party.
Appears in 1 contract
Sources: Sublease Agreement (ShoreTel Inc)
Extension Option. A. Tenant shall have two options (Aeach, an “Extension Option”) On to extend the conditions term of this Lease, each for an additional period of five (which conditions Landlord may waive by written notice to Tenant5) that both at years. The first such five–year period (the time of exercise “First Extended Term”) shall begin immediately upon the expiration of the herein described applicable option to extend Original Term of this Lease, and the second such five-year period (the “Second Extended Term”) shall begin immediately upon the expiration of the First Extended Term, provided that each of the following conditions has been satisfied:
(i) As of the date of an Extension Notice (defined below) and as of the commencement of the First Extended Term and, if applicable, the Second Extended Term, Tenant has not been in question (i) there exists no default of its monetary or other material Event obligations beyond the expiration of Default (defined in Section 7.1)any applicable cure periods under this Lease more than two times during the Term, including any Extended Term; and
(ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet subleased 20% or more than fifty percent (50%) of the Rentable Floor Area rentable square footage of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Premises, Tenant shall have both at the right to extend time of the Extension Notice and as of the commencement of the First Extended Term hereof upon all and, if applicable, the same Second Extended Term.
B. All of the terms, conditions, covenants and agreements herein contained (provisions of this Lease shall apply to each Extended Term except for that the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) Rate for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties the then- fair market rental rate for premises of comparable size and quality to the Premises, in determining comparable buildings in the Prevailing competitive market area as of the commencement of the applicable Extended Term, (the “Fair Market Rate”), but in no event less than the average Annual Fixed Rent under Rate in effect during the immediately preceding term of this Section 8.20 Lease (i.e., during the Original Term and Exhibit Hduring the First Extended Term, as applicable).
. For the avoidance of doubt, the Annual Fixed Rent Rate during the First Extended Term shall be no less than $9.53 per rentable square foot of Premises (B) i.e., the average rental rate per rentable square foot of Premises during the Original Term), and during the Second Extended Term, the Annual Fixed Rent Rate shall be no less than the average Annual Fixed Rent Rate in effect during the First Extended Term. If Tenant desires shall elect to exercise an Extension Option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its applicable option to extend the Term, then Tenant shall give notice to Landlord, election not earlier than sixteen (16) months nor later than twelve fifteen (1215) months prior to the expiration of the Original Term of this Lease, or fifteen (15) months prior to the expiration of the First Extended Term, as the case may be. If Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents, but the parties subsequently shall enter into a lease amendment as contemplated under Section 2.3.F below. The Original Term and each Extended Term are hereinafter collectively sometimes called the “Term” or the “term”.
C. Not later than fourteen (14) months prior to the expiration of the Original Term or the First Extended Term, as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to applicable, Landlord shall notify Tenant of a proposed Annual Fixed Rent Landlord’s determination of the Fair Market Rate for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within . Within fifteen (15) business days after receipt of Tenant's requestLandlord gives Tenant Landlord’s proposal for Fair Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If at Tenant disagrees with Landlord’s designation, Landlord and Tenant shall commence negotiations to agree upon the expiration of Fair Market Rate. If Landlord and Tenant are unable to reach agreement on the Fair Market Rate within thirty (30) days after the date when on which Landlord first gave Tenant receives Landlord's quotation ’s proposal for the Fair Market Rate, then the Fair Market Rate shall be determined as provided below.
D. If Landlord and Tenant are unable to agree on the Fair Market Rate by the end of the proposed Annual Fixed Rent as aforesaid said thirty (the "Negotiation Period")30)-day period, then within five (5) days thereafter, Landlord and Tenant have not reached agreement on shall each simultaneously submit to the other in a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration sealed envelope its good faith estimate of the Negotiation PeriodFair Market Rate, to make a request to Landlord for a broker determination (including anticipated steps in rent, if any. If the "Broker Determination") higher of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-such estimates is not more than one hundred five percent (95105%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationother estimate, then the Annual Fixed Rent for the applicable Extended Term Fair Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Fair Market Rate shall be determined by an independent arbitrator as set forth in Landlord's original quotationbelow.
E. Within seven (C7) Upon days after the giving exchange of notice by Tenant to Landlord exercising Tenant's option to extend estimates, the Lease Term in accordance with the provisions of Section 8.20(B) aboveparties shall select, then this Lease and the Lease Term hereof shall automatically be deemed extendedas an arbitrator, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined a mutually acceptable commercial real estate broker or appraiser licensed in the relevant manner set forth Commonwealth of Massachusetts specializing in this Section 8.20; and the field of commercial office leasing in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Termsuburban Boston area, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in having no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more less than ten (10) years years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the expiration arbitrator shall determine the Fair Market Rate by selecting either the Landlord’s estimate of Fair Market Rate or the Tenant’s estimate of Fair Market Rate. Such arbitrator must choose the proposed Fair Market Rate that he/she determines is closest to the actual market rental rate for the Premises , taking into account that the Annual Fixed Rent Rate must in no event be less than the average Annual Fixed Rent Rate in effect during the immediately preceding term, as specifically set forth in Section 2.3(B). There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Fair Market Rate for the Extended Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent Rate for the Extended Term. The costs of the Original Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such counsel.
F. Once the Fair Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the applicable Extended Term. For any part of the Extended Term hereofduring which the Fixed Rent Rate is in dispute, or has not yet been finally determined, Tenant shall make payments to Landlord on account of Fixed Rent at the rate per square foot of Rentable Floor Area of the Premises last paid under this Lease. The parties shall adjust for any overpayments or underpayments upon final determination of such rent.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not then sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofby Permitted Occupants), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "“Extended Term." ” Notwithstanding any implication to the contrary 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its the applicable option to extend the Term, then Tenant shall give notice to Landlord, Landlord (the “Extension Exercise Notice”) not earlier than sixteen twenty-four (1624) months (except to the extent that delivery of an earlier Extension Exercise Notice is required in order for Tenant to lease additional space at the Building or at 230 CityPoint for a term co-terminous with this Lease) nor later than twelve fifteen (1215) months prior to the expiration of the Lease Term (as it may have been previously extended hereunderextended) exercising such option to extend. Within thirty (30) days after Landlord’s receipt of Tenant's request for the Extension Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term (“Landlord’s Rent Quotation”); provided, however, that if Tenant delivers the Extension Exercise Notice to Landlord at any time prior to the date which is eighteen (18) months prior to the expiration of the then-current Term, which quotation Landlord shall deliver not be required to Tenant in writing within fifteen provide Landlord’s Rent Quotation until that date which is seventeen (1517) business days after receipt months prior to the expiration of Tenant's requestthe then-current Term. If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty a period of ten (3010) business days following after the expiration of the Negotiation Period, (i) to make deliver to Landlord a notice (“Tenant’s Rescission Notice”) rescinding Tenant’s Extension Exercise Notice, or (ii) to deliver to Landlord a request to Landlord (“Broker Determination Request”) for a broker determination (the "Broker Determination") of the Prevailing Annual Market Rent (as defined in Exhibit Hthe “Broker Determination”) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely gives Tenant’s Rescission Notice, then Tenant’s Extension Exercise Notice shall be of no further force and effect. If Tenant timely shall have requested the Broker Determination, then the same shall constitute an agreement to extend the Term upon all of the same terms and conditions in this Lease, except the Annual Fixed Rent for the applicable such Extended Term shall be the greater of (a) an amount equal to ninety-five percent (95%) of the Prevailing Annual Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed fails to timely request the give either a Tenant’s Rescission Notice or a Broker DeterminationDetermination Request, then the Annual Fixed Rent for the applicable Extended Term Tenant shall be as set forth in Landlord's original quotationdeemed to have given a Tenant’s Rescission Notice.
(C) Upon the giving of notice the Extension Exercise Notice by Tenant to Landlord exercising Tenant's ’s applicable option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, but subject to Tenant’s right to give a Rescission Notice as set forth in Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term beyond the second Extended Term. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and and, further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, option and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Lease Term hereof.
(D) Notwithstanding anything contained herein to the contrary, Tenant shall have the right to exercise its then-applicable option to extend the Lease Term with respect to less than the entirety of the Premises then being leased by Tenant provided that (i) Tenant in its Extension Exercise Notice designates the portions of the Premises proposed to be surrendered by Tenant effective as of the commencement of the applicable Extended Term (the “Surrendered Premises”), which such Surrendered Premises must be comprised of then leased contiguous space on floors 2, 3, 4 and/or 6 of the Building (e.g., Tenant must surrender an entire floor or the entire area on a floor partially leased by Tenant first, rather than the equivalent square footage over a series of floors) and be in a commercially rentable configuration (it being acknowledged and agreed that Tenant shall pay all costs and expenses associated with subdividing and separately physically demising the Surrendered Premises from the remainder of the Premises, if necessary), (ii) Tenant must directly lease and occupy at least 75,000 square feet of rentable floor area both at the time it exercises its option to extend and as of the commencement of the applicable Extended Term, and (iii) the terms and provisions of this Section 8.20 shall remain unmodified and in full force and effect with respect to those portions of the Premises not thus surrendered by Tenant (the “Remaining Premises”). If Tenant shall exercise its extension option with respect to less than the entirety of the Premises as set forth herein, (x) Tenant shall vacate the Surrendered Premises leaving the same in the condition required by this Lease upon the date which would have been the expiration date of the then-current Lease Term (had Tenant not exercised its option to extend with respect to the Remaining Premises), (y) the Surrendered Premises shall be removed from the Premises demised to Tenant under the Lease, (iii) the “Rentable Floor Area of the Premises” shall be reduced by the Rentable Floor Area of the Surrendered Premises and such reduced Rentable Floor Area of the Premises shall be used for purposes of calculating Tenant’s payments for Annual Fixed Rent, electricity, real estate taxes and operating costs from and after the commencement of the applicable Extended Term. In addition, Landlord and Tenant agree to execute an appropriate amendment to this Lease to reflect the removal of the Surrendered Premises from the space demised from Landlord to Tenant under the Lease.
Appears in 1 contract
Sources: Lease Agreement (Phase Forward Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant Master Franchisee shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Initial Retail Right Term (the “Extension Retail Right Option”) for an additional period of one (1) year subject to earlier termination in accordance with the terms of this Schedule 1A (the “Extension Retail Right Period”, together with the Initial Retail Right Term and any Sell-Off Period, the “Retail Right Term, then Tenant shall give ”); provided that the following conditions are satisfied by Master Franchisee:
i. Master Franchisee has given THRI written notice of its intention to Landlord, not earlier than sixteen (16) months nor exercise the Extension Retail Right Option no later than twelve one hundred and eighty (12180) months Days prior to the expiration of the Lease Initial Retail Right Term (as it may have the “Extension Retail Right Notice”);
ii. there has been previously extended hereunderno uncured Event of Default during the one (1) year period prior to the date of Tenant's request for Landlord's quotation the Extension Retail Right Notice or during the period commencing on the date of the Extension Retail Right Notice and ending on the last Day of the Initial Retail Right Term;
iii. there has been no uncured default under any Company Franchise Agreement or any Unit Addendum during the one (1) year period prior to Tenant the date of the Extension Retail Right Notice and during the period commencing on the date of the Extension Retail Right Notice and ending on the last Day of the Initial Retail Right Term;
iv. Master Franchisee, on behalf of itself and its Affiliates, executes a proposed Annual Fixed Rent general release in favour of THRI and its Affiliates; and
v. Master Franchisee and THRI reach an agreement on the business plan with respect to the sale of Retail Products via the Approved Platforms in the Territory for the applicable Extended TermExtension Retail Right Period by no later than March 31, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation2024.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Master Development Agreement (TH International LTD)
Extension Option. (Aa) On the conditions Provided: (which conditions Landlord may waive by written notice to Tenanti) that both no Event of Default exists at the time of exercise of the herein described applicable renewal option to extend and as or at the time of the commencement of the Extended Extension Term in question (i) there exists no monetary or other material Event of Default (as defined in Section 7.1below), ; (ii) WhiteGlove Health, Inc. or an Affiliate is occupying the entire Premises; and (iii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all (the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth“Extension Option”) for two one (21) periods term of five sixty (560) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to months beyond 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 result end of the exercise by Tenant of any such option initial Term (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H“Extension Term”).
(B) If Tenant desires to exercise its applicable option to extend the Term, then . Tenant shall give furnish written notice of intent to Landlord, not earlier than sixteen (16) months nor renew no later than twelve six (126) months prior to the expiration of the initial Term, failing which the Extension Option shall be deemed waived, time being of the essence.
(b) The terms and conditions of this Lease during the Extension Term shall remain unchanged except that: (as it may have been previously extended hereunderi) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual the annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Extension Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Fair Market Rent (as defined in Exhibit Hbelow) as determined multiplied by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period number of square feet of rentable area of the Lease Term immediately prior Premises; and (ii) Exhibit D shall be deleted in its entirety and Landlord shall have no obligation to such Extended Term. If perform any tenant improvements to the Premises or provide any tenant improvement allowance.
(c) Notwithstanding anything to the contrary in this Lease, Tenant shall have failed no right to timely request extend the Broker Determination, then Term other than or beyond the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationExtension Term.
(Cd) Upon For purposes of this Lease, “Fair Market Rent” means the giving fair market rental rate per square foot of notice by Tenant rentable area of the Premises (taking into account the “as is” condition of the Premises, all rent concessions and inducements, the location, quality and age of the Building, floor level, extent of leasehold improvements, extent of service to Landlord exercising Tenant's option be provided, distinction between “gross” and “net” lease, or any other relevant term or condition) for a comparable lease term to extend comparable tenants for space of comparable size in comparable buildings with comparable quality of finish out in the Lease Term area immediately surrounding the Building in accordance with the provisions of Section 8.20(B) aboveAustin, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Texas Southwest submarket. If Landlord and Tenant cannot agree on the Fair Market Rent within sixty (60) days after Tenant’s exercise of the Extension Option, Landlord shall provide Tenant with a list of not less than three (3) but not more than five (5) independent and qualified tenant representative brokers and Tenant shall select one (1) such broker from said list and inform the other as to enter into an instrument in writing setting forth its selection within five (5) business days after Tenant receives Landlord’s list of independent and qualified tenant representative brokers (the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term date Tenant so informs Landlord of this Lease its selection shall be construed referred to herein as referring the “Designation Date”). In order to be “qualified,” each of the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein tenant representative brokers submitted by Landlord to the contrary, in no event Tenant (i) shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than least ten (10) years years’ leasing experience in commercial leases in the Austin, Texas Southwest submarket, (ii) shall not be affiliated with Landlord in anyway, and (iii) shall not have represented Landlord in any real estate transaction. Within five (5) business days after the expiration Designation Date, Landlord and Tenant shall each submit to the selected broker and each other their respective determinations of the Original Term hereofFair
Appears in 1 contract
Extension Option.
(Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) Provided that both at as of the time of exercise the giving of the herein described applicable option to extend Extension Notice and as the Commencement Date of the commencement Extension Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Extended Term in question Premises initially demised under this Lease and any space added to the Premises, and (iz) there exists no monetary or other material Event of Default (defined in Section 7.1)exists or would exist but for the passage of time or the giving of notice, (ii) this Lease is still in full force and effector both, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), then Tenant shall have the right to extend the Term hereof upon all (the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth“Extension Option”) for two (2) periods one additional term of five (5) years each as (such additional term is hereinafter set forth. Each option period is sometimes herein called the “Extension Term”) commencing on the day following the expiration of the Term (hereinafter referred to as an "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 result “Commencement Date of the exercise by Extension Term”). Tenant shall give Landlord written notice (hereinafter called the “Extension Notice”) of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option election to extend the Term, then Tenant shall give notice to Landlord, term of the initial Term not earlier less than sixteen six (166) months nor later than twelve (12) full calendar months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended initial Term and executed a written instrument extending the Term of this Lease pursuant not more than nine (9) full calendar months prior to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request initial Term.
(b) The Base Rent payable monthly by Tenant to Landlord for a broker determination (during the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Extension Term shall be the greater of (ai) ninety-five percent (95%) the Base Rent applicable to the last year of the Prevailing Market Rent initial Term and (ii) the then prevailing market rate for comparable space in the Project and comparable buildings in the vicinity of the Project for non- sublease, non-encumbered, non-equity space comparable in size, location and quality to the Premises, as defined in Exhibit H) as reasonably determined by Landlord, taking into account the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period size of the Lease Term immediately prior Lease, the length of the renewal term, market escalations and the credit of Tenant. The Base Rent shall not be reduced by reason of any costs or expenses saved by Landlord by reason of Landlord’s not having to find a new tenant for such Extended Term. If Tenant shall have failed premises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period).
(c) The determination of Base Rent does not reduce the Tenant’s obligation to timely request the Broker Determination, then the Annual Fixed Rent pay or reimburse Landlord for the applicable Extended Term shall be Operating Expenses and other reimbursement items as set forth in Landlord's original quotationthe Lease, and Tenant shall reimburse and pay Landlord as set forth in Lease with respect to such Operating Expenses and other items with respect to the Premises during the Extension Term without regard to any cap on such expenses set forth in the Lease.
(d) Except for the Base Rent as determined above, Tenant’s occupancy of the Premises during the Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the initial Term; provided, however, Tenant shall have no further right to any allowances, credits or abatements or any options to expand, contract, renew or extend the Lease.
(Ce) Upon Time is of the essence as to the giving of notice by the Extension Notice. If Tenant to Landlord exercising does not give the Extension Notice within the period set forth in paragraph (a) above, Tenant's option ’s right to extend the Lease Term shall automatically terminate.
(f) Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Extension Term. The Premises shall be tendered on the Commencement Date of the Extension Term in accordance with “AS-IS” condition.
(g) If Tenant is entitled to and validly exercises its Extension Option, Landlord shall prepare an amendment (the provisions "Extension Amendment") to reflect changes in the Base Rent, Term, Termination Date and other appropriate terms. The Extension Amendment shall be (i) sent to Tenant within a reasonable time after determination of Section 8.20(Bthe applicable Base Rent rate for the Extension Term, and (ii) aboveexecuted by Tenant and returned to Landlord within 15 days after the Extension Amendment is delivered to Tenant by Landlord. Notwithstanding the foregoing, then this Lease and an otherwise valid exercise of the Extension Option shall be fully effective whether or not the Extension Amendment is executed.
(h) If Tenant exercises its right to extend the term of the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Extension Term pursuant to this Exhibit, the term “Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term ” as determined used in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease Lease, shall be construed as referring to the Lease include, when practicable, this Extension Term, as so extended, unless the context clearly otherwise requires. .
(i) Notwithstanding anything contained herein to the contrary, in no event shall Tenant have Tenant’s Extension Option is subject and subordinate to the expansion rights (whether such rights are designated as a right to exercise more than one extension option at a time and furtherof first offer, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its of first extension refusal, expansion option, or otherwise) of any tenant of the Building existing on the date hereof.
(j) Notwithstanding anything herein to the contrary, Tenant’s Extension Option is personal to Tenant and in no event shall such Extension Option be assignable. THIS FIRST AMENDMENT TO MULTI-TENANT INDUSTRIAL TRIPLE NET LEASE dated , 2020 (this “First Amendment”) is entered into by and between ICON RENO PROPERTY OWNER POOL 3 NEVADA, LLC, a Delaware limited liability company (“Landlord”), and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”), with reference to the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereoffollowing:
Appears in 1 contract
Sources: Multi Tenant Industrial Triple Net Lease (Chardan NexTech Acquisition 2 Corp.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and So long as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and subject to the Conditions (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or as hereinafter defined), which Landlord may waive, in its discretion, at any occupancy permitted under Section 5.6.6 hereof)time, but only by notice to Tenant, Tenant shall have the right to extend the Term hereof upon all of this Lease for one (1) additional period (the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth“Option Term”) for two (2) periods of five (5) years each as hereinafter set forthyears. Each option period is sometimes herein referred to as an "Extended The Option Term shall commence on the day succeeding the expiration of the initial Term." Notwithstanding any implication , and shall end on the day immediately preceding the fifth (5th) anniversary of the commencement of the Option Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the contrary Landlord has no obligation to make any additional payment to Tenant in respect expiration of any construction allowance or the like or to perform any work initial Term shall apply to the Premises as a result of Option Term except that (i) the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord Annual Fixed Rent for the Extended Option Term shall be a factor considered the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Option Term, as designated by all parties in determining 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 Prevailing Market Rent under Term of this Section 8.20 and Exhibit H).
(B) Lease beyond the Option Term hereinabove provided. If Tenant desires shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice of its applicable election (the “Election Notice”) not later than twelve (12) months, nor sooner than eighteen (18) months, prior to the expiration of the 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 Tenant shall have no further option to extend the TermTerm of this Lease, it being agreed
2.3.3.1 As used in this Section 2.3, “Market Rate” shall mean a fair market fixed rent (which may include periodic adjustments) for the Premises for the Option Term commensurate with the fixed annual rents then being charged in other comparable office buildings located in San Jose, California, for premises of a similar size and quality of build-out to the Premises under lease renewals for a similar term, taking into account all relevant factors, including, without limitation, applicable market concessions (if any), the fact that Tenant is taking the Premises for the Option Term in “as is” condition and Landlord will not be providing an improvement allowance or an abated rent period in connection therewith. If Tenant disagrees with Landlord’s designation of the Market Rate, then Tenant shall give notice thereof to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant’s receipt of Landlord’s Notice (failure to provide such notice of disagreement within such 30-day period constituting acceptance by Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be Rate as set forth in Landlord's original quotation.
’s Notice); and if the parties cannot agree upon the Market Rate by the date that is forty-five (C45) Upon days following Landlord’s Notice, then the giving Market Rate shall be submitted to appraisal as follows: Within fifteen (15) days after the expiration of such forty-five (45) day period, Landlord and Tenant shall each give notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term other specifying the name and address of the appraiser each has chosen. The two appraisers so chosen shall meet within ten (10) days after the second appraiser is appointed and if, within twenty (20) days after the second appraiser is appointed, the two appraisers shall not agree upon a determination of the Market Rate in accordance with the following provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; 2.3 they shall together appoint a third appraiser. If only one appraiser shall be chosen whose name and in such event all references herein address shall have been given to the Lease Term or the Term of this Lease other party within such fifteen (15) day period and who shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and furtherqualifications hereinafter set forth, Tenant that sole appraiser shall not render the decision which would otherwise have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofbeen made as hereinabove provided.
Appears in 1 contract
Extension Option. (A) On Subject to the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 provisions hereof), Tenant shall have the right to may at its option extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained of this Lease for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods period of five (5) years each as hereinafter set forthyears. Each option Such 5-year period is sometimes herein referred to as an "Extended called the “Renewal 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended ”. The Renewal Term shall be a factor considered by all parties upon the same terms contained in determining this Lease excluding the Prevailing provisions of Exhibit D of this Lease and except that the payment of Base Rent during the Renewal Term shall be at the Market Rent under Rate as provided in paragraph 39 of this Section 8.20 Lease. Upon Tenant’s exercise of the Renewal Term as provided herein, any reference in the Lease to the “Term” of the Lease shall be deemed to include the Renewal Term and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Termapply thereto, then unless it is expressly provided otherwise. Tenant shall give have no additional extension options. To exercise such Renewal option, Tenant must deliver a binding notice to Landlord, Landlord not earlier than sixteen (16) months nor later less than twelve (12) months prior to the expiration of the Lease initial Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's requestthis Lease. If at Tenant fails to timely give its notice of exercise, Tenant will be deemed to have waived its option to extend. Tenant’s option to extend this Lease is subject to the conditions that: (i) on the date that Tenant delivers its binding notice exercising an option to extend, Tenant is not in default under this Lease after the expiration of thirty any applicable notice and cure periods, and (30ii) days after Tenant shall not have assigned the Lease or sublet any portion of the Premises. No. , 2000 BC Plaza II/III, Ltd. as Landlord under the Lease referred to below c/o ▇▇▇▇▇▇▇▇ ▇▇▇▇ Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇ Gentlemen:
1. We hereby establish, at the request and for the account of Sigmatel, Inc. (the “Tenant”), in your favor as Landlord (“Landlord”) under that certain Office Building Lease Agreement between Landlord and Tenant, dated as of , 2000 (the “Lease”), our Irrevocable Letter of Credit No. , in the amount of U.S. $1,100,000.00(the “Stated Amount”), as more fully set forth hereinafter, effective immediately and expiring at the close of banking business at our [office address of Financial institution] office twelve (12) months from the date when Tenant receives Landlord's quotation hereof (the “Stated Expiration Date”).
2. Funds under this Letter of Credit are available to you against your sight draft(s) drawn on us, stating on its face: “Drawn under [Name of Financial Institution] Irrevocable Letter of Credit No. “ and accompanied by your written, completed and executed certificate in the form attached hereto as Schedule 1 with appropriate insertions. Such draft(s) and certificate(s) shall be dated the date of presentation, which shall be made at any time during our business hours on a Business Day (as hereinafter defined) at our main office located at , Austin, Texas (Attention: ) or at any other office of ours located in Austin, Texas, that may be designated by us by written notice delivered to you. If we receive your draft(s) and certificate(s) at such office, we shall, by no later than 11:00 a.m., Austin, Texas time, on the third Business Day following the date of such demand, make payment to you of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination amount demanded. All payments hereunder shall be made in immediately available funds to the manner Landlord at the address set forth above in Exhibit H. If Tenant timely Austin, Texas. “Business Day” shall have requested mean any day other than a Saturday, Sunday, or other day on which national banks in the Broker Determination, then city in which is located the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) office of the Prevailing Market Rent (as defined in Exhibit H) as determined Landlord or [Name of Financial Institution] are authorized or required by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior law to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationclose.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and Effective as of the commencement date hereof, any and all rights of extension options or rights to renew the Lease Term, without limitation, Additional Provision 2 (Extension Option) on Exhibit F to the Original Lease, shall be deleted in their entirety and shall be of no further force or effect. Notwithstanding the foregoing, provided no Default by Tenant has occurred which remains uncured either as of the Extended Term in question (i) there exists no monetary date of Tenant's notice as set forth below or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) as of the Rentable Floor Area first day of the Premises Second Extension Term (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofas hereinafter defined), Tenant shall have the right (the "Extension Option") to extend the Term hereof of the Lease for one (1) additional period of three (3) years (the "Second Extension Term") with respect to all, but not any lesser portion of the Premises, upon all of the same terms, following terms and conditions, covenants and agreements herein contained :
(except a) Tenant must provide Landlord notice of its exercise of the option for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two applicable Second Extension Term not less than nine (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (169) months nor later prior, but not more than twelve (12) months prior prior, to the expiration of the Lease First Extension Term. Time is of the essence with respect to the foregoing.
(b) The Base Rent for the Second Extension Term shall be one hundred percent (100%) of the then prevailing market rental rate, as it may have been previously extended hereunder) of the date of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent notice for the applicable Extended TermSecond Extension Term ("Notice Date"), for comparable leases during the Second Extension on a per ·rentable square foot basis in the Alpharetta, Georgia market area (the "Market Area") which quotation market rental rate shall be determined by taking into account all relevant factors, including, without limitation, size of space, age, location and quality of building, length of term, credit standing of tenant, method of paying operating costs, services provided and other market terms such as tenant improvement allowances, commissions payable, free rent and/or other concessions then being provided in the market (the "Market Rental Rate").
(c) If Tenant exercises its option for the Second Extension Term by written notice to Landlord as provided above, Landlord and Tenant shall deliver meet promptly and shall negotiate, in good faith, to reach agreement on the Market Rental Rate within thirty (30) days following the Notice Date. If Landlord and Tenant are unable to reach agreement within such thirty (30) day period, Tenant may, at its option, either (i) cancel its exercise of the option to extend the term of this Lease, or (ii) elect to have the Market Rental Rate determined as set forth below. Tenant shall notify Landlord, within five (5) business days after the expiration of the aforesaid thirty (30) day period, of its election either to cancel its exercise of the option to extend or to have the Market Rental Rate determined as set forth below. If Tenant elects to cancel its exercise of the option to extend, the Lease shall terminate upon the expiration of the First Extension Tenn. If Tenant does not notify Landlord of either of the options contained in writing subsentences (i) and (ii) above within said five (5) business day period, then Tenant shall be deemed to have elected the option contained in subsentence (ii) and to have the Market Rental Rate determined as set forth in subsection (d) below.
(d) If Tenant elects (or is deemed to have elected) to have the Market Rental Rate determined as described herein, then within fifteen (15) business days after receipt the date of Tenant's requestelection (or deemed election), Landlord and Tenant shall mutually agree upon a commercial real estate broker who has at least ten (10) years' experience, immediately prior to the date in question, evaluating Market Rental Rates for similar properties in the Market Area. If at the expiration parties are unable to agree on a broker the parties shall ask the commercial division of the Atlanta Board of Realtors to designate a broker. The broker agreed upon or so designated is hereinafter referred to as the "Market Broker". Within ten (10) business days after the Market Broker has been agreed upon or appointed, Landlord and Tenant shall each deliver to the Market Broker in writing their respective written determinations of the Market Rental Rate. Within thirty (30) days after receipt of the date when Tenant receives final written determinations, the Market Broker shall select Landlord's quotation determination or Tenant's determination, but no other amount and no compromise between the two, as the Market Rental Rate. The fees and expenses of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Market Broker shall be borne equally by Landlord and Tenant have not reached agreement on a Tenant. The determination of an Annual Fixed Rent for the applicable Extended Term Market Rental Rate as provided above shall be final, binding and executed conclusive on both Landlord and Tenant, shall be considered a written instrument extending the Term of this Lease final award pursuant to such agreementthe rules of the American Arbitration Association and any applicable state or federal law and judgment may be had on the award in any court of competent jurisdiction.
(e) Except for Base Rent at the new rate determined pursuant to the terms and provisions set forth above, then all of the terms and conditions of the Lease shall remain the same and shall remain in full force and effect throughout the Second Extension Term; provided, however, that any construction provisions requiring Landlord to construct improvements, free rent, improvement allowances, moving allowances, lease assumption payments, plan design allowances (or payments) or other similar concessions provided for in the Lease shall not apply during the Second Extension Tenn. During the Second Extension Term, Tenant shall have continue to pay the rightTenant's Pro Rata Share of Expenses and Taxes as provided in the Lease. This Extension Option is personal to Clearside Biomedical, for thirty Inc., a Delaware corporation, may not be exercised by any party other than Clearside Biomedical, Inc., a Delaware corporation (30) days following the expiration of the Negotiation Period, or an assignee pursuant to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent Business Transfer (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) Section 11.04 of the Prevailing Market Rent (as defined in Exhibit H) as determined by Original Lease), and shall become null and void upon the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period occurrence of an assignment of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(Cby operation of law or otherwise) Upon the giving or a sublet of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration part of the Original Term hereofPremises other than in connection with a Business Transfer.
Appears in 1 contract
Sources: Office Lease Agreement (Clearside Biomedical, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and So long as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effecteffect without uncured Lessee default after applicable notice and grace period, and (iii) Tenant has not sublet more than fifty percent (50%) of if any, Lessor grants Lessee the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right option to extend the Term hereof of this Lease, once, for a period of five (-5-) years, to begin, if at all, immediately upon expiration of the Term (as extended, if at all, pursuant to the operation of Sections 2.01B. and 6.) and to end, unless sooner terminated, five(-5-) years thereafter, on all of the same terms, conditions, covenants and agreements herein contained (conditions of this Lease except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant provided in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 2.02 B (the "Extension"). In the event Lessee has not exercised its Option Space options or has exercised its option as to Option Space "A" only (as provided in Section 2.01B.) Lessee must deliver written notice of intent to renew and Exhibit H).
(B) If Tenant desires extend hereunder to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, Lessor not earlier than sixteen (16) months nor later than twelve six (12-6-) months prior to the expiration Expiration Date of the Lease Term in order to exercise this Extension, but in the event Lessee has exercised its options as to both Option Spaces "A" and "B" (as it may have been previously so provided) Lessee must deliver written notice of intent to renew and extend hereunder to Lessor not later than nine (-9-) months prior to the Expiration Date as extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreementoperation of Section 2.01B, then Tenant shall have the rightand, for thirty (30) days following the expiration of the Negotiation Periodin either case, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Termif so elected, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninetythe Monthly Base Rent rate for the first year of the Extension will be the average rental for comparable space at the Building under at least two (2) comparable renewal leases made within six (6) months of the notice of intent delivered hereunder (within nine (9) months in the event both Option Spaces "A" and "B" have been undertaken pursuant to operation of Section 2.01B) as Lessor and Lessee mutually and reasonably determine, and such Monthly Base Rent shall be increased annually at the beginning of each subsequent year of the Extension by two and one-five half percent (952.5%) of rounded to the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or next highest $5.00 increment, (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall there will be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofno
Appears in 1 contract
Sources: Office Lease (Metal Management Inc)
Extension Option. (Aa) On Subject to the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time provisions of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 43.04 hereof), Tenant shall have the right to extend the Term hereof upon all term of this Lease for an additional term commencing on the same terms, conditions, covenants and agreements herein contained day following the expiration of the initial term of this Lease (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an 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 result Commencement Date of the exercise by Tenant Extension Term") and ending on the fifth (5th) anniversary of any the Commencement Date of the Extension Term (such option (although additional term is hereinafter called the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H"Extension Term")., provided that:
(Bi) If Tenant desires to exercise shall give Landlord notice (hereinafter called the "Extension Notice") of its applicable option election to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than term of this Lease at least twelve (12) months months, but not more than twenty-four (24) months, prior to the expiration of the initial term of this Lease, and
(ii) As of the time of the giving of the Extension Notice and at the Commencement Date of the Extension Term Tenant is not in default under the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at beyond the expiration of thirty (30) days after the date when any applicable notice and cure periods, and Tenant receives Landlord's quotation named herein shall be in legal occupancy of the proposed Annual Fixed Rent as aforesaid entire demised premises.
(the "Negotiation Period"), Landlord and b) The fixed annual rent payable by Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (during the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Extension Term shall be the greater of (a) an amount equal to ninety-five percent (95%) of the Prevailing Market Rent fair market rent for the demised premises for the Extension Term determined as of the date occurring six (as defined in Exhibit H6) as determined by months prior to the Broker Commencement Date of the Extension Term (such date is hereinafter called the "Determination or Date") and which determination shall be made within a reasonable period of time after the occurrence of the Determination Date pursuant to the provisions of Section 43.02 hereof. Until the fair market rent under this subsection 43.01 (b) as well as Tenant's Tax Payment during the Annual Fixed Rent Extension Term shall have been determined, the provisions of Article 3 of this Lease shah remain in effect during the last twelve (12) month period of Extension Term with the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be same base periods and amounts as set forth in Landlord's original quotationtherein.
(Ca) Upon Landlord and Tenant shall endeavor to agree as to the giving amount of notice by Tenant the fair market rent for the demised premises pursuant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(Bsubsection 43.01 (b) above, then this Lease and hereof during the Lease Term hereof shall automatically be deemed extended, for thirty (30) day period following the applicable Extended Term, without Determination Date. In the necessity for the execution of any additional documents, except event that Landlord and Tenant cannot agree as to enter into an instrument the amount of the fair market rent within such thirty (30) day period following the Determination Date, then either Landlord or Tenant may initiate the arbitration process provided for in writing setting forth Article 44 hereof by giving notice to that effect to the Annual other.
(b) In the event Landlord or Tenant initiates the arbitration process pursuant to subsection 43.02 (a) hereof and as of the Commencement Date of the Extension Term the amount of the fair market rent has not been determined, Tenant shall continue to pay the Fixed Rent payable by Tenant for the applicable Extended last month of the initial term of this Lease (calculated without giving effect to any abatements or offsets then in effect) and when such determination has been made, an appropriate retroactive adjustment shall be made as of the Commencement Date of the Extension Term.
43.03. Except as provided in Section 43.01 hereof, during the Extension Term all of the same terms and conditions of this Lease as determined are in the relevant manner set forth in this Section 8.20; and in such event all references herein effect immediately prior to the Lease Term or expiration of the Term initial term of this Lease shall be construed as referring to the Lease Termcontinue in full force and effect, as so extendedprovided, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and furtherhowever, Tenant shall not have the no further right to exercise its second extension option unless it has duly exercised its first extension optionextend the term of this Lease pursuant to this Article 43.
43.04. If Tenant does not send the Extension Notice pursuant to provisions of Section 43.01 hereof, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration time being of the Original essence with respect to the giving of such notice, this Article 43 shall have no force or effect and shall be deemed deleted from this Lease.
43.05. If this Lease is renewed for the Extension Term, then each party, upon request from the other party, shall execute an instrument setting forth the exercise of Tenant's right to extend the term of this Lease, the agreed upon rent and the last day of the Extension Term, but the failure of either party to execute such instrument shall not effect the validity of the extension of the term or the other terms thereof.
43.06. If Tenant exercises its right to extend the term of this Lease for the Extension Term hereofpursuant to this Article 43, the phrases "the term of this Lease" or "the
Appears in 1 contract
Sources: Assignment and Assumption of Lease and License Agreement (Integrated Information Systems Inc)
Extension Option. (A) On Provided that there has been no Event of Default which is uncured and continuing on the conditions (which conditions Landlord may waive by written notice to part of the Tenant) , and that both at Tenant is, as of the time date of exercise of the herein described applicable option to extend and as its rights under this Section 2.6, in occupancy of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty at least sixty-five percent (5065%) of the Rentable Floor Area of Premises for its own business purposes, the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (the “Extension Term”) on the following terms and conditions:
(a) Such right to as an "Extended Term." Notwithstanding any implication to extend 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered exercised by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
giving of notice by Tenant to Landlord at least eighteen (B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (1218) months prior to the expiration of the Lease Initial Term or the first Extension Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request“Extension Notice Deadline Date”). If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of such notice by Tenant to Landlord exercising Tenant's option to extend on or before the Lease Term in accordance with the provisions of Section 8.20(B) aboveExtension Notice Deadline Date, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Termadditional term, as specified above, without the necessity for the execution of any additional documents, documents except that Landlord and Tenant agree to enter into an instrument in writing setting forth a document memorializing the Annual Fixed Rent for the applicable Extended Extension Term to be determined as determined in the relevant manner set forth in below; provided, however, that failure of the parties to execute such a document shall not invalidate the exercise of the extension option. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term on or before the Extension Notice Deadline Date. In no event may the Tenant extend the Term under this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended 2.6 for more than ten (10) years after the expiration of the Original Initial Term, unless Landlord and Tenant shall mutually agree to such an extension.
(b) The Extension Term hereofshall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent during such Extension Term shall be the then Extension Rental Value of the Premises for such Extension Term, to be determined under this Section 2.6.
(c) For purposes of the Extension Term described in this Section 2.6, the Extension Fair Rental Value of the Premises shall mean the then current fair market annual rent for leases of other space in the ▇▇▇▇▇▇▇ Square/East Cambridge/Cambridgeport submarkets of a comparable nature and quality similarly improved, taking into account the condition to which such premises have been improved (excluding Removable Alterations) and the economic terms and conditions specified in this Lease that will be applicable thereto, including the savings, if any, due to the absence or reduction of brokerage commissions. The Landlord and Tenant shall endeavor to agree upon the Extension Fair Rental Value of the Premises within thirty (30) days after the Tenant has exercised the option for the Extension Term. If the Extension Fair Rental Value of the Premises is not agreed upon by the Landlord and the Tenant within this time frame, each of the Landlord and the Tenant shall retain a real estate professional with at least ten (10) years continuous experience in the business of appraising or marketing similar commercial real estate in the Cambridge, Massachusetts area who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Extension Fair Rental Value. The Landlord and the Tenant shall simultaneously exchange such reports; provided, however, if either party has not obtained such a report as of the last day of the thirty (30) day period referred to above in this Section 2.6, then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, then the average of these determinations shall be deemed to be the Extension Fair Rental Value for the Premises. If these determinations differ by more than ten percent (10%), then the Landlord and the Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the dispute as to the Extension Fair Rental Value for the Premises. If the Landlord and the Tenant cannot agree upon the designation of the Final Professional within ten (10) days of the exchange of the first valuation reports, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, the Landlord and the Tenant shall each submit to the Final Professional a copy of their respective real estate professional’s determination of the Extension Fair Rental Value for the Premises. The Final Professional shall then, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Extension Fair Rental Value (the “Final Professional’s Valuation”), which shall be a selection of either Landlord’s or Tenant’s determination and shall not be a separate valuation. The Final Professional shall give notice of the Final Professional’s Valuation to the Landlord and the Tenant and such decision shall be final and binding upon the Landlord and the Tenant. In the event that the commencement of the Extension Term occurs prior to a final determination of the Extension Fair Rental Value therefor (the “Extension Rent Determination Date”), then the Tenant shall pay the Annual Fixed Rental at the greater of (i) the rate specified by the Landlord in its proposed Extension Fair Rental Value or (ii) the then applicable Fixed Rental Rate (such greater amount being referred to as the “Interim Rent”). If the Annual Fixed Rent as finally determined for such Extension Term is determined to be greater than the Interim Rent, then the Tenant shall pay to the Landlord the amount of the underpayment for the period from the end of the Initial Term of this Lease until the Extension Rent Determination Date within thirty (30) days of the Extension Rent Determination Date. If the Annual Fixed Rent as finally determined for the Extension Term is determined to be less than the Interim Rent, then the Landlord shall credit the amount of such overpayment against the monthly installments of Annual Fixed Rent coming due after the Extension Rent Determination Date.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right option (the "Extension Option") to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained of this Lease for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods period of five (5) years each as hereinafter set forth. Each (the "Extension Term") with respect to all, but not less than all, of the Premises, in accordance with the following provisions:
(a) Such option period is sometimes herein referred to as shall be exercisable by written notice (an "Extended Term." Notwithstanding any implication Extension Notice") delivered 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen twenty (1620) months nor later than twelve eighteen (1218) months prior to the expiration Expiration Date. If Tenant fails to deliver the Extension Notice in accordance with such time restriction, the Extension Option contemplated by this Section 2.3 shall be deemed waived and of no further force and effect, time being of the Lease essence. The rate of Base Rent payable by Tenant during the Extension Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for upon the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation entirety of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination Premises shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) an amount equal to ninety-five percent (95%) of the Prevailing "Extension Market Rent (Rate" determined as defined in Exhibit H) as determined by of the Broker Determination or date which is 18 months prior to the end of the Term.
(b) For purposes hereof the Annual Fixed Rent phrase "Extension Market Rate" means the base rent at the per annum rate at which the entirety of the Premises, in effect its then "as-is" condition except for recarpeting and repainting to be provided by Landlord, would be leased to a single tenant on a basis which is net to the same extent as this Lease, by a willing landlord not compelled to lease and to a willing third-party tenant not compelled to lease (based on the obligations and rights of Landlord and Tenant under this Lease to the extent applicable during the last twelve (12) month period Extension Period, the length of the Lease Term immediately prior to Extension Term, and taking into account the amenities of the Building, that no commissions are payable by Landlord in connection with such Extended Termextension). If Tenant properly and timely delivers the Extension Notice and does not deliver an Extension Retraction Notice, Landlord shall have failed to timely request recarpet and repaint the Broker Determination, then Premises on or before the Annual Fixed Rent for commencement of the applicable Extended Extension Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance consistent with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration standards of the Original Term hereofinitial Leasehold Improvements.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), 40.01. Tenant shall have the right option, provided Tenant is not in default hereunder beyond applicable notice and cure periods, to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for ONE (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods successive additional term of five FIVE (5) years each years, upon the same terms and conditions as hereinafter set forth. Each option provided herein, except that the annual minimum rental during said extension period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 as provided below, and Exhibit H).
(B) If except that Tenant desires to exercise its applicable option to extend the Term, then shall have no further extension options. Tenant shall give written notice to Landlord, Landlord not earlier less than sixteen nine (16) months nor later than twelve (129) months prior to the expiration last day of the Lease Term (as it may have been previously extended hereunder) initial term of Tenant's request for Landlord's quotation its election to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending extend the Term of this Lease pursuant to hereof, or such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination option shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Termdeemed waived. If Tenant shall have failed to timely exercise such extension option, the parties will, at the request the Broker Determinationof either, then the Annual Fixed Rent execute an agreement in form for the applicable Extended Term recording, evidencing such extension. If Tenant shall be as set forth exercise such extension option, all references in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and to the Lease Term hereof shall automatically be deemed extended, for to mean the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, term as so extended, unless except where expressly otherwise provided.
Section 40.02. As of the context clearly otherwise requires. Notwithstanding anything contained herein first day of the extension term (“adjustment date”), the annual minimum rental shall be adjusted by multiplying the annual minimum rental payable hereunder during the last Lease Year of the prior Term, times a fraction having as its numerator the “Index” (hereinbelow defined) as of the adjustment date and as its denominator the Index in effect upon the Commencement Date; provided, however, the annual minimum rental payable subsequent to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant adjustment date shall not have be less than twenty-five (25%) percent greater than the right to exercise its second extension option unless it has duly exercised its first extension optionannual minimum rental payable during the last preceding Lease Year of the prior Term.
Section 40.03. The “Index” shall be defined as the United States Department of Labor, Bureau of Labor Statistics, “Consumer Price Index-All Urban Consumers - (CPI-U) N.Y., N. Y. - Northeastern NJ. (1982-84=100)”. If publication of such Index shall be discontinued, the adjustments in the annual minimum rental provided for in this Lease shall thereafter be computed on the basis of such other official price index as shall be most nearly comparable thereto, and /s/ [ILLEGIBLE] T /s/ [ILLEGIBLE] LL conversion tables, if any, issued upon the promulgation of such other official index, are to be used where applicable in no event shall making the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofcomputation hereunder.
Appears in 1 contract
Sources: Lease Agreement (Cyoptics Inc)
Extension Option. (A) On Provided that there has been no Event of Default which is uncured and continuing on the conditions (which conditions Landlord may waive by written notice to part of the Tenant) , and that both at Tenant is, as of the time date of exercise of the herein described applicable option to extend and as its rights under this Section 2.6, in occupancy of the commencement of the Extended Term in question at least seventy (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (5070%) of the Rentable Floor Area of Premises for its own business purposes, the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (the “Extension Term”) on the following terms and conditions:
(a) Such right to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended extend die Term shall be a factor considered exercised by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If giving of notice by Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than Landlord at least twelve (12) months prior to the expiration of the Lease Initial Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request“Extension Notice Deadline Date”). If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of such notice by Tenant to Landlord exercising Tenant's option to extend on or before the Lease Term in accordance with the provisions of Section 8.20(B) aboveExtension Notice Deadline Date, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Termadditional term, as specified above, without the necessity for the execution of any additional documents, documents except that Landlord and Tenant agree to enter into an instrument in writing setting forth a document memorializing the Annual Fixed Rent for the applicable Extended Extension Term to be determined as determined in the relevant manner set forth in below; provided, however, that failure of the parties to execute such a document shall not invalidate the exercise of the extension option. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term on or before the Extension Notice Deadline Date. In no event may the Tenant extend the Term under this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended 2.6 for more than ten five (105) years after the expiration of the Original Initial Term, unless Landlord and Tenant shall mutually agree to such an extension.
(b) The Extension Term hereofshall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent during such Extension Term shall be the then Extension Rental Value of the Premises for such Extension Term, to be determined under this Section 2.6.
(c) For purposes of the Extension Term described in this Section 2.6, the Extension Fair Rental Value of the Premises shall mean the then current fair market annual rent for leases of other space in die ▇▇▇▇▇▇▇ Square/East Cambridge/Cambridgeport submarkets of a comparable nature and quality similarly improved, taking into account the condition to which such premises have been improved (excluding Removable Alterations) and the economic terms and conditions specified in this Lease that will be applicable thereto, including the savings, if any, due to the absence or reduction of brokerage commissions. The Landlord and Tenant shall endeavor to agree upon the Extension Fair Rental Value of the Premises within thirty (30) days after the Tenant has exercised the option for the Extension Term. If the Extension Fair Rental Value of the Premises is not agreed upon by the Landlord and the Tenant within this time frame, each of the Landlord and the Tenant shall retain a real estate professional with at least ten (10) years continuous experience in the business of appraising or marketing similar commercial real estate in the Cambridge, Massachusetts area who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Extension Fair Rental Value. The Landlord and the Tenant shall simultaneously exchange such reports; provided, however, if either party has not obtained such a report as of the last day of the thirty (30) day period referred to above in this Section 2.6, then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, then the average of these determinations shall be deemed to be the Extension Fair Rental Value for the Premises. If these determinations differ by more than ten percent (10%), then the Landlord and the Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the dispute as to the Extension Fair Rental Value for the Premises. If the Landlord and the Tenant cannot agree upon the designation of the Final Professional within ten (10) days of the exchange of the first valuation reports, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, the Landlord and the Tenant shall each submit to the Final Professional a copy of their respective real estate professional’s determination of the Extension Fair Rental Value for the Premises. The Final Professional shall then, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Extension Fair Rental Value (the “Final Professional’s Valuation”), which shall be a selection of either Landlord’s or Tenant’s determination and shall not be a separate valuation. The Final Professional shall give notice of the Final Professional’s Valuation to the Landlord and the Tenant and such decision shall be final and binding upon the Landlord and the Tenant. In the event that the commencement of the Extension Term occurs prior to a final determination of the Extension Fair Rental Value therefor (the “Extension Rent Determination Date”), then the Tenant shall pay the Annual Fixed Rental at the greater of (i) the rate specified by the Landlord in its proposed Extension Fair Rental Value or (ii) the then applicable Fixed Rental Rate (such greater amount being referred to as the “Interim Rent”). If the Annual Fixed Rent as finally determined for such Extension Term is determined to be greater than the Interim Rent, then the Tenant shall pay to the Landlord the amount of the underpayment for the period from the end of the Initial Term of this Lease until the Extension Rent Determination Date within thirty (30) days of the Extension Rent Determination Date. If the Annual Fixed Rent as finally determined for the Extension Term is determined to be less than the Interim Rent, then the Landlord shall credit the amount of such overpayment against the monthly installments of Annual Fixed Rent coming due after the Extension Rent Determination Date.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) Provided that both at the time a Default of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has does not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)then exist hereunder, Tenant shall have the right option (the "EXTENSION OPTION") to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except of this Lease for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods an additional period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to years, commencing on 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 result seventh (7th) anniversary of the exercise Term Commencement Date and expiring on the day immediately preceding the twelfth (12th) anniversary of the Term Commencement Date (the "EXTENSION TERM"), with such Extension Option to be exercised by Tenant of any such option delivering to Landlord written notice thereof (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
"TENANT EXTENSION NOTICE") not less than nine (B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (169) months nor later and not more than twelve (12) months prior to the scheduled expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended The Extension Term shall be upon all the greater of same terms, covenants and conditions as the Initial Term, except (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit Hi) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker DeterminationBasic Rent, then the Annual Fixed Rent for the applicable Extended Term 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 original quotation.
Contribution, and (Civ) Upon Tenant shall not be entitled to any period of "free rent" with respect to such Extension Term. Such exercise of the giving of notice by Tenant Extension Option shall be subject to Landlord exercising Tenant's option right to extend revoke such election upon an Impasse in accordance with SECTION 1.1 within the Lease Term three-day revocation period set forth therein. Notwithstanding any provision herein to the contrary, Tenant's Extension Option shall be null and void upon the occurrence of any of the following events: (i) Tenant's failure to exercise the Extension Option by the aforementioned date in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth herein, or (ii) Tenant assigning its interest in this Section 8.20; and in such event all references herein Lease, or (iii) subleases are, at the time Tenant delivers to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contraryLandlord a Tenant Extension Notice, in no event shall Tenant have the right effect with respect to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration 25% of the Original Term hereofPremises Rentable Area.
Appears in 1 contract
Sources: Lease Agreement (Beacon Power Corp)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question Provided: (i) there exists no monetary or other material Event of Default (defined in Section 7.1), exists; (ii) this Lease is still in full force and effect, and ; (iii) Tenant is the originally named Tenant or a Permitted Transferee; and (iv) Tenant has not sublet subleased more than fifty percent (50%) of the Rentable Floor Area 25% of the Premises (except for to any entity that is not a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Permitted Transferee, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth“Extension Option”) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication with respect to the contrary Landlord has no obligation Extension Premises for up to make any additional payment to Tenant in respect 2 consecutive terms of any construction allowance or 60 months each beyond the like or to perform any work to the Premises as a result end of the exercise Initial Term (each, an “Extension Term”) by Tenant of any such option delivering Tenant’s written extension election notice (although the absence of any construction or other refurbishment allowance from “Extension Notice”) to Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor no later than twelve (12) the Extension Deadline, with time being of the essence. The “Extension Deadline” means the date that is 15 months prior to the expiration of the Initial Term or the then-current Extension Term, as applicable. The “Extension Premises” means, as designated by Tenant in the Extension Notice, either all of the Premises or a portion of the Premises containing at least 75% of the Premises, provided Tenant and Landlord shall mutually agree on the location of such portion to the extent any portion consists of less than an entire floor. Notwithstanding the foregoing, if the Extension Notice is silent as to the designation of the Extension Premises, then Tenant shall be deemed to have designated all of the Premises to be the Extension Premises. If an uncured Event of Default exists at any time after Landlord receives an Extension Notice but before the first day of the applicable Extension Term, then Landlord, at Landlord’s option before the Event of Default is cured, shall have the right to nullify Tenant’s exercise of such Extension Option. The terms and conditions of this Lease during each Extension Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation shall remain unchanged with respect to the Extension Premises except Tenant of a proposed Annual shall only be entitled to the 2 Extension Terms provided above, the annual Fixed Rent for the applicable Extended TermExtension Term shall be the Extension Rent (as defined below), which quotation Landlord the Expiration Date shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at be the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation last day of the proposed Annual Fixed Rent as aforesaid Extension Term (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination or such earlier date of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term termination of this Lease pursuant to such agreementthe terms hereof), then and, except to the extent reflected in the Extension Rent, Landlord shall have no obligation to perform any tenant improvements to the Extension Premises or provide any tenant improvement allowance to Tenant. Upon Tenant’s delivery of the Extension Notice, Tenant may not thereafter revoke its exercise of the Extension Option. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option no right to extend the Lease Term other than or beyond the 2, 60-month Extension Terms described in accordance with the provisions of Section 8.20(B) abovethis paragraph, then this Lease and the Lease Term hereof shall automatically be deemed extended, if Tenant fails to exercise any Extension Option for the applicable Extended an Extension Term, without the necessity all subsequent Extension Options for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease Extension Terms shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in null and void and of no event shall Tenant have the right to exercise more than one extension option at a time further force and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofeffect.
Appears in 1 contract
Sources: Lease Agreement (Passage BIO, Inc.)
Extension Option. Tenant acknowledges and agrees that except as otherwise expressly provided herein, Tenant has no options and/or rights to lease additional space or further extend the Extended Term. Notwithstanding the foregoing, subject to the terms of this Section 12, Landlord hereby grants to Tenant one (A1) On the conditions option (which conditions Landlord may waive by written notice to Tenant“Extension Option”) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods an additional period of five (5) years each (“Option Term”), on the same terms, covenants and conditions as hereinafter set forth. Each option period is sometimes herein referred to as an "provided for in the Amended Lease during the Extended Term." Notwithstanding any implication , except for the Monthly Base Rent, which shall initially be equal 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 “fair market rental rate” for the Premises for the Option Term as a result defined and determined in accordance with the provisions of Section 12.a. below, subject to fair market annual rent adjustments during the exercise Option Term. The Extension Option must be exercised, if at all, by written notice (“Extension Notice”) delivered by Tenant of any such option (although the absence of any construction or other refurbishment allowance from to Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier no sooner than sixteen (16) months nor later than that date which is twelve (12) months and no later than that date which is nine (9) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term. Provided Tenant has properly and timely exercised the Extension Option, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be further extended by the greater of (a) ninety-five percent (95%) Option Term, and all terms, covenants and conditions of the Prevailing Market Amended Lease shall remain unmodified and in full force and effect, except that the Monthly Base Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be determined as set forth in Landlord's original quotationSection 12.a. below.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Telecom Business Center NNN Lease (REVA Medical, Inc.)
Extension Option. (Aa) On Subject to the terms and conditions (which conditions Landlord may waive by written notice to Tenant) that both at set forth below, upon the time of exercise expiration of the herein described applicable Master Lease, Subtenant shall have the option to extend its tenancy under a New Direct Lease with Landlord as to all, but not less than all, of the then-existing Sublet Space, for one (1) extension period of three (3) years. In order to exercise the option to extend, Subtenant must satisfy all of the following requirements: (i) Subtenant shall have provided Landlord with written notice of Subtenant’s intention to exercise the option to extend, which notice must be received by Landlord no earlier than nine (9) months and not later than six (6) months before the expiration date of the term of the Master Lease; and (ii) as of the date that Subtenant notifies Landlord of Subtenant’s intention to exercise the option and as of the expiration of the term of the Master Lease, there shall be no Default by Subtenant under the Sublease.
(b) In the event, Subtenant exercises its option to enter into a New Direct Lease with Landlord, Subtenant shall, upon request of Landlord, evidence any such extension through the execution of a lease to be provided by Landlord. The extension shall be on market terms (including rent) then in effect for comparable properties in the Oakland, California metropolitan area, of equivalent size, at the commencement of the Extended Term in question extension period (“Fair Market Rental Rate”), as mutually determined by Landlord and Subtenant; provided that, the monthly Base Rent during the extension period shall not be less than One Dollar ($1.00), triple net, per rentable square foot per month. The other terms and conditions of the New Direct Lease shall be (i) there exists no monetary those terms and conditions that are then being offered by Landlord to other tenants of its real property, as negotiated and agreed upon by Landlord and Subtenant in good faith, or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force if Landlord and effect, and (iii) Tenant has Subtenant cannot sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof agree upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although term or condition, then that term and condition shall as provided in the absence of any construction or other refurbishment allowance from Landlord for Master Lease, as modified by the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)Consent.
(Bc) If Tenant desires Landlord and Subtenant cannot agree on the Fair Market Rental Rate within thirty (30) calendar days of receipt by Landlord of the notice of intent to exercise its applicable the option to extend extend, Landlord shall, no more than fifteen (15) calendar days thereafter, select an independent M.A.I. real estate appraiser or real estate broker (certified in the TermState of California) with at least ten (10) years experience in the Oakland, then Tenant California metropolitan commercial real estate market, who shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration prepare a written market report of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation Fair Market Rental Rate using the assumptions described in this paragraph. The market report shall be completed and delivered to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Subtenant and Landlord shall deliver to Tenant in writing within fifteen (15) business calendar days after receipt from the date Landlord selects the appraiser/broker. Such appraiser/broker’s determination of Tenant's requestFair Market Rental Rate shall be determinative unless Subtenant disputes it as provided in the next sentence. If at the expiration of thirty Subtenant disputes such determination, Subtenant shall within fifteen (3015) calendar days after the date when Tenant receives Landlord's quotation following delivery of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period")market report, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request deliver to Landlord for a broker determination written notice (the "Broker Determination"i) that Subtenant disputes such determination, and (ii) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) identity of the Prevailing Market Rent (as defined in Exhibit H) as determined appraiser/broker selected by Subtenant meeting the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner qualifications set forth in this Section 8.20; and paragraph. The appraiser/broker selected by Subtenant shall submit his market report of the Fair Market Rental Rate using the assumptions described in such event all references herein this paragraph within fifteen (15) calendar days following the delivery of Subtenant’s notice to Landlord disputing the Lease Term or initial market report. If the Term two market reports are within five percent (5%) of this Lease each other (based on the higher number), the Fair Market Rental Rate shall be construed as referring to the Lease Termaverage of the two appraisers/brokers’ determination of fair market rent. If not, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than then within ten (10) years calendar days after the expiration delivery of the Original Term hereofsecond market report, the two appraisers/brokers shall appoint a third appraiser/broker meeting the qualifications set forth in this paragraph, and the third appraiser/broker shall deliver his decision within ten (10) calendar days following his selection and acceptance of the market report assignment. The third appraiser/broker shall be limited in authority to selecting, in this opinion, which of the two earlier market report determinations best reflects the Fair Market Rental Rate under the assumptions set forth in this paragraph. The third appraiser/broker must choose one of the two earlier determination, and, upon doing so, the third appraiser/broker’s determination shall be the controlling determination of the Fair Market Rental Rate. Each party shall pay the costs and fees of the appraiser/broker it selected; if a third appraiser/broker is selected, the party whose determination is not selected to be the Fair Market Rental Rate by said third appraiser/broker shall pay all of said appraiser/broker’s costs and fees.
Appears in 1 contract
Sources: Sublease Agreement (Thermage Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that that, both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question question: (i) there exists no monetary or other material Event of Default (defined in Section 7.1)15.1) and there have been no more than two (2) Events of Defaults during the Term, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty thirty-three percent (5033%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 12.5 hereof), then Tenant shall have the right (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forthforth and except that there shall be no further option to extend) for two one (21) periods period of five (5) years each as hereinafter set forth. Each Such option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable option to extend the TermExtension Option, then Tenant shall give notice (“Exercise Notice”) to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve (12) months prior to the expiration of the then Term of this Lease Term (as it may have been previously extended hereunderextended) exercising such Extension Option. If Tenant shall not have timely given Tenant’s Exercise Notice on or before the date twelve (12) months prior to the expiration of Tenant's request for the then Term of this Lease (as it may have been previously extended), then such Extension Option shall be void and of no further force and effect. Promptly after ▇▇▇▇▇▇▇▇’s receipt of the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended TermTerm (“Landlord’s Rent Quotation”); provided, which quotation however, that in no event shall Landlord shall deliver be obligated to Tenant in writing within fifteen provide Landlord’s Rent Quotation more than twelve (1512) business days after receipt months prior to the expiration of Tenant's requestthe Term of this Lease or less than eleven (11) months prior to the expiration of the Term of this Lease. If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable such Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B3.2 (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.203.2; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) Conditions Provided that both at the time of exercise of the herein described applicable option to extend and as at the commencement date of the commencement of the Extended Term in question extension option period -
(i) there exists no monetary or other material Event of Default (defined in Section 7.1), ; and -- (ii) this Lease is still shall then be in full force and effect, ; and (iii) Tenant the Lessee has not neither assigned this Lease nor sublet more than fifty percent the Premises; Then, if said three (50%3) of conditions shall prevail, the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant Lessee shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow herein below set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)".
(B) First Five (5) Year Extended Term If Tenant the Lessee desires to exercise its applicable the option to extend the TermTerm for the first five (5) year extended term (commencing December 1, 2007 and ending November 30, 2012), then Tenant the Lessee shall give deliver notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration Lessor of the Lease Term request of the Lessee for quotation by the Lessor of Ninety Five (as it may have been previously extended hereunder95%) per centum of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent the annual fair market rent for the applicable Extended Term, which Premises as of the commencement date of the first extension period. Such quotation Landlord shall deliver to Tenant be based on the use of the Premises as comparable office space in writing within fifteen the Boston North Suburban Market (15) business days after receipt of Tenant's requesthereinafter called the "Annual Market Rent"). If at the expiration of Within thirty (30) days after receipt by the date when Tenant receives Landlord's Lessor of said notice from the Lessee requesting such a quotation, the Lessor shall notify the Lessee of the quotation of the proposed Annual Fixed Rent as aforesaid Lessor of Ninety Five (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (3095%) days following the expiration per centum of the Negotiation Period, to make a request to Landlord for a broker determination Annual Market Rent. Said Ninety Five (the "Broker Determination"95%) per centum of the Prevailing Annual Market Rent (as defined Rent, however, shall, in Exhibit H) for the applicable Extended Termno event, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then less than the Annual Fixed Rent for the applicable Extended Term last year of the Original or Initial Term. The Lessee shall be deliver said notice to the greater Lessor of (a) ninetyits request for quotation by the Lessor of Ninety-five percent (95%) per centum of the Prevailing Market Rent annual fair market rent not earlier than fifteen (as defined in Exhibit H15) as determined months nor later than Twelve months prior to the expiration term of this lease. In order to exercise its rights hereunder, the Lessee, (and within fifteen (15) days after receipt by the Broker Determination or Lessee of the quotation from the Lessor of Ninety Five (b95%) per centum of the Annual Market Rent) shall give written notice to the Lessor that it exercises its option to extend the Term of this Lease; in which case the Term of this Lease shall be extended for an additional term of five (5) years upon all of the same terms, conditions, covenants and agreements contained in this Lease except that the Annual Fixed Rent shall be equal to Ninety Five (95%) per centum of the Annual Market Rent as quoted by Lessor; provided, however (and as aforesaid), in effect no event shall the Annual Fixed Rent payable during the last twelve (12) month period of the Lease Extended Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then be less than the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) last year of the Original Term. Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) abovesuch notice, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable first five (5) year Extended Term, without the necessity for the execution of any additional documents, except that Landlord the Lessor and Tenant Lessee agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term but the failure to so enter into such a written instrument shall not negate the exercise of the applicable option to extend. Upon the giving of such notice of extension as determined in the relevant manner set forth in this Section 8.20; and in such event aforesaid all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten .
(10C) years after the expiration of the Original Term hereofSecond Five (5)
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there then exists no monetary or other material Event of Default (defined in Section 7.1)Default, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (Premises, except for pursuant to a subletting permitted without transfer not requiring Landlord's consent under ’s consent, as set forth in Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 12.5 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five ten (510) years each as hereinafter set forth. Each Tenant’s option to extend the Lease Term is sometimes herein referred to as the “Extension Option” and the option period is sometimes herein referred to as an "the “Extended Term." ”. Notwithstanding any implication to the contrary contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like except as otherwise provided herein or to perform any work to the Premises except as otherwise provided herein as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice exercising such option to extend (the “Exercise Notice”) to Landlord, not earlier than sixteen (16) months nor later than twelve twenty-four (1224) months prior to the expiration Expiration Date. Within thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Premises for the Extended TermTerm (“Landlord’s Rent Quotation”). Notwithstanding the foregoing or anything herein to the contrary, which in no event shall Landlord be obligated to provide Landlord’s quotation Landlord shall deliver to Tenant in writing within fifteen of a proposed Annual Fixed Rent for the Premises more than twenty-four (1524) business days after receipt of Tenant's requestmonths prior to the Expiration Date. If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Premises for the Extended Term and executed a written instrument extending the Lease Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty fifteen (3015) days following the expiration of the Negotiation Period, to either (x) make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HF) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. F or (y) withdraw the Exercise Notice (in which event this Section 3.2 shall be deemed null and void and of no further force or effect, and the Lease Term shall expire as of the Expiration Date). If Tenant timely shall have requested the Broker DeterminationDetermination with respect to the Extended Term, then the Annual Fixed Rent for the applicable Premises for the Extended Term shall be the greater of (a) ninety-five one hundred percent (95100%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then Determination in accordance with the provisions of this subsection (B) and the parties shall not otherwise have agreed in writing during the Negotiation Period upon an Annual Fixed Rent for the applicable Extended Term Term, the Exercise Notice shall be as set forth in Landlord's original quotationdeemed to have been withdrawn by Tenant.
(C) Upon the giving first to occur of notice (x) the mutual written agreement by Landlord and Tenant during the Negotiation Period on the Annual Fixed Rent to be payable during the Extended Term or (y) the timely request by Tenant to Landlord exercising Tenant's option to extend for the Lease Term Broker Determination in accordance with the provisions of Section 8.20(Bsubsection (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.203.2; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of Expiration Date hereof unless otherwise agreed to by the Original Term hereofparties.
Appears in 1 contract
Extension Option. 50.01 (Ai) On Provided that Tenant is not in default under this Lease beyond the conditions (which conditions Landlord may waive by written notice grace period applicable to Tenant) that both such default, if any, at the time of exercise of its option under this Section 50 or on the Expiration Date, the tenant first named herein described applicable option to extend and as (the “Named Tenant”) shall occupy not less than ninety (90%) percent of the commencement entire Premises for the conduct of its business on the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)Expiration Date, (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Named Tenant shall have the right (the “Extension Right”) to extend the Term hereof upon all term of the same terms, conditions, covenants and agreements herein contained (except Lease with respect to the entire Premises for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of a single five (5) years each as hereinafter set forthyear period (the “Extension Term”). Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to The Extension Term shall commence on the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or day after the like or to perform any work to Expiration Date (the Premises as a result “Extension Term Comm. Date”) and shall expire on the fifth (5th) anniversary of the Expiration Date, unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of the Lease or pursuant to Law. Tenant must give Landlord written notice of Tenant’s intention to exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor no later than twelve three hundred sixty-five (12365) months days prior to the expiration Expiration Date, as to which date time is of the essence, and upon the giving of such 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 execution or delivery of any other or further document, with the same force and effect as if the Extension Term (as it may have had originally been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for included in the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation original term of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration Lease. All of the Negotiation Periodterms, to make a request to Landlord for a broker determination (the "Broker Determination") covenants and conditions of the Prevailing Market Rent (as defined Lease shall continue in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in full force and effect during the last twelve (12) month period Extension Term, including items of additional rent and escalation which shall remain payable on the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as terms herein set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with provided, however that the provisions of Section 8.20(B3.02 and Article 22 hereof shall not be applicable during the Extension Term) above, then this Lease and Tenant shall have no further right to extend the term of the Lease Term hereof shall automatically be deemed extendedfor any reason; provided, however, that in the event that the fixed annual rent payable by Tenant for the applicable Extended Term, without Premises during the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Extension Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein is equal to the Lease Term Escalated Rent (as more particularly defined below) (1) the phrase “Base Tax Year” as such term is defined in Article 32.0(iii) of the Lease, shall mean the average of the 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 Expenses or the Term of this Lease shall be construed as referring to the Lease TermBuilding Insurance Expenses, as so extendedapplicable, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, incurred in no event shall Tenant have the right to exercise more than one extension option at a time calendar year 2017 and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofcalendar year 2018.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there then exists no monetary or other material Event of Default (defined in Section 7.1)Default, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (Premises, except for pursuant to a subletting permitted without transfer not requiring Landlord's consent under consent, as set forth in Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 12.5 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five ten (510) years each as hereinafter set forth. Each Tenant’s option to extend the Lease Term is sometimes herein referred to as the “Extension Option” and the option period is sometimes herein referred to as an "the “Extended Term." ”. Notwithstanding any implication to the contrary contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like except as otherwise provided herein or to perform any work to the Premises except as otherwise provided herein as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice exercising such option to extend (the “Exercise Notice”) to Landlord, not earlier than sixteen (16) months nor later than twelve twenty-four (1224) months prior to the expiration of the Lease then-current Term of this Lease. Within thirty (as it may have been previously extended hereunder30) days after ▇▇▇▇▇▇▇▇’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Premises for the Extended TermTerm (“Landlord’s Rent Quotation”). Notwithstanding the foregoing or anything herein to the contrary, which in no event shall Landlord be obligated to provide Landlord’s quotation Landlord shall deliver to Tenant in writing within fifteen of a proposed Annual Fixed Rent for the Premises more than twenty-four (1524) business days after receipt months prior to the expiration of Tenant's requestthe then-current Term hereof. If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Premises for the Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty fifteen (3015) days following the expiration of the Negotiation Period, to either (x) make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HI) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. I or (y) withdraw the Exercise Notice (in which event this Section 3.2 shall be deemed null and void and of no further force or effect, and the Term of this Lease shall expire as of the last day of the then-current Lease Term). If Tenant timely shall have requested the Broker DeterminationDetermination with respect to the Extended Term, then the Annual Fixed Rent for the applicable Premises for the Extended Term shall be the greater of (a) ninety-five one hundred percent (95100%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then Determination in accordance with the provisions of this subsection (B) and the parties shall not otherwise have agreed in writing during the Negotiation Period upon an Annual Fixed Rent for the applicable Extended Term Term, the Exercise Notice shall be as set forth in Landlord's original quotationdeemed to have been withdrawn by Tenant.
(C) Upon the giving first to occur of notice (x) the mutual written agreement by Landlord and Tenant during the Negotiation Period on the Annual Fixed Rent to be payable during the Extended Term or (y) the timely request by Tenant to Landlord exercising Tenant's option to extend for the Lease Term Broker Determination in accordance with the provisions of Section 8.20(Bsubsection (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.203.2; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Lease Term hereofhereof unless otherwise agreed to by the parties.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Extension Term in question (as defined below) (i) there exists no monetary or other material Event of Default and there have been no more than two (defined in Section 7.1)2) monetary Event of Default occurrences during the previous twelve (12) months of the Term, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty twenty-five percent (5025%) of the Rentable Floor Area of the Premises (except for an assignment or subletting to a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofPermitted Transferee), Tenant shall have the right to extend the Term hereof as to the entire Premises upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "Extended the “Extension 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(Bi) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice (the “Exercise Notice”) to Landlord, not earlier than sixteen twenty-four (1624) months nor later than twelve eighteen (1218) months prior to the expiration of the Lease Term (as it may have been previously extended hereunderpursuant to Section 9 above) exercising such option to extend. Promptly after Landlord’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Premises as of the commencement of the Extension Term, which such quotation Landlord to be based upon the then use of the Premises in accordance with the terms of this Lease utilizing properties of a similar character within the Waltham Market (including premises within the Office Park if at the time of such quotation is requested such premises shall deliver to Tenant in writing within fifteen be available for rent (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Extension Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty fifteen (3015) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HE) for the applicable Extended Extension Term, which Broker Determination shall be made in the manner set forth in Exhibit H. E.
(B) (ii) If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Extension Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent as Tesaro Third Amendment (as defined in Exhibit HFINAL3) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Extension Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) aboveExercise Notice, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Extension Term, without the necessity for the execution of any additional documents, documents (except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20Rent); and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything herein contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten five (105) years after the expiration of the Original Term hereofhereof pursuant to this Section 10.
Appears in 1 contract
Sources: Lease (TESARO, Inc.)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question Provided: (i) there exists no monetary or other material Event of Default (defined in Section 7.1), exists; (ii) there has not previously been more than 1 monetary default in any 12-month period; (iii) this Lease is still in full force and effect, ; (iv) Tenant is the originally named Tenant; and (iiiv) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area is then occupying 100% of the Premises (except for a subletting permitted without Landlordthe conduct of Tenant's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)business, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth"Extension Option") for two 36 months beyond the end of the Initial Term (2"Extension Term") periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred by delivering Tenant's written extension election notice to as an "Extended Term." Notwithstanding any implication Landlord no later than the Extension Deadline and no earlier than 3 months prior to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or Extension Deadline. The "Extension Deadline" means the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) date that is 12 months prior to the expiration of the Initial Term; The terms and conditions of this Lease during the Extension Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation shall remain unchanged except Tenant shall only be entitled to Tenant of a proposed Annual the 1 Extension Term provided above, the annual Fixed Rent for the applicable Extended Term, which quotation Landlord Extension Term shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at be the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Extension Rent (as defined in Exhibit H) for below), the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term Expiration Date shall be the greater of (a) ninety-five percent (95%) last day of the Prevailing Market Rent (as defined Extension Term, and, except to the extent reflected in Exhibit H) as determined by the Broker Determination Extension Rent, Landlord shall have no obligation to perform any tenant improvements to the Premises or (b) the Annual Fixed Rent in effect during the last twelve (12) month period provide any tenant improvement allowance to Tenant. Upon Tenant's delivery of its written extension election notice, Tenant may not thereafter revoke its exercise of the Lease Term immediately prior Extension Option. Notwithstanding anything to such Extended Term. If the contrary in this Lease, Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option no right hereunder to extend the Lease Term in accordance with other than or beyond the provisions of Section 8.20(B) above1, then this Lease and the Lease 36-month Extension Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth described in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofparagraph.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) Provided this Lease is still in full force and effect, and (iii) Tenant Agreement or Tenant’s right of possession hereunder has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)been earlier terminated, Tenant shall have the right to extend the Term hereof upon all of this Lease Agreement as to all, but not less than all, of the same terms, conditions, covenants and agreements herein contained Premises (except Retail Lots 6 and 7, unless Tenant so elects under Article 2(B)(iii) below) then being leased hereunder, for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two three (23) periods of five sixty (560) years months each as hereinafter set forth. Each option period is sometimes herein referred to as beginning immediately following the end of the then-current Term (each, an "“Extended Term." Notwithstanding any implication ”) subject to the contrary following terms and conditions:
(i) Tenant shall give written notice to 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 result of the exercise by of Tenant’s right to extend the Term of this Lease Agreement at least nine (9) months prior to the commencement of the applicable Extended Term, time being of the essence (the “Extension Notice”). If no such Extension Notice is timely given, this Lease Agreement shall terminate as of the end of the then-current Term;
(ii) Tenant shall have no right to exercise Tenant’s right to extend the Term of this Lease Agreement, and any such purported exercise shall be of no force or effect, if Tenant is in default under this Lease Agreement beyond the passage of any such option applicable period of cure, grace or notice at the time of giving the Extension Notice or at the commencement of the Extended Term; and
(although iii) The extension of the absence of any construction or other refurbishment allowance from Landlord Term hereunder for the Extended Term shall be a factor considered by all parties in determining on the Prevailing Market Rent under this Section 8.20 same terms and Exhibit H).
conditions as are applicable to the initial Term; provided, however, (Ba) If Tenant desires to exercise its applicable option shall have no further right to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant Agreement under that exercised option (or beyond the up to such agreementthree option periods described above), then (b) Article 4 shall not apply to the Extended Term; (c) the Minimum Rent payable by Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (in monthly installments during the "Broker Determination") of Extended Term shall be the Prevailing Market Rent (as defined in Exhibit HD attached hereto) for as reasonably determined by Landlord and Tenant in accordance with the terms below and the terms of Exhibit D; and (d) Tenant may, at its option elect to extend the terms of this Lease with respect to Retail Lots 6 and 7 or may elect to decline to apply the extension with respect to Retail Lots 6 and 7 (in which event, upon the expiration of the then-applicable Term, Retail Lots 6 and 7 shall no longer be included in the definition of Premises (to the extent set forth in Article 1 above), Tenant shall thereafter have no option to lease or extend this Lease Agreement with regard to Retail Lots 6 and 7, and Landlord shall thereafter be permitted to develop the same during the applicable Extended Term); in the event that Tenant elects to apply the extension with respect to Retail Lots 6 and 7, which Broker Determination such lots shall remain subject to the terms of this Lease Agreement during the Extended Term and Retail Lots 6 and 7 shall be made in separately valued and factored into the manner set forth in Exhibit H. If determination of Market Rent. Within thirty (30) days following receipt of Tenant’s Extension Notice, but no earlier than nine (9) months prior to the commencement of the Extended Term, Landlord shall notify Tenant timely shall have requested of Landlord’s proposed reasonable determination of the Broker Determination, then the Annual Fixed Market Rent for the applicable Extended Term (“Landlord’s Market Rent Determination”). If Tenant disagrees with Landlord’s Market Rent Determination for the Extended Term, the parties shall negotiate in good faith for a period of twenty (20) days following receipt by Tenant of Landlord’s Market Rent Determination as to the Minimum Rent payable during the Extended Term. If the parties are unable to agree in writing on the Minimum Rent payable during the Extended Term within said twenty (20) day period, the Minimum Rent payable during the Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term arbitration in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofExhibit D attached hereto.
Appears in 1 contract
Sources: Lease Agreement (SomaLogic, Inc.)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both If Tenant or an Affiliate directly occupies at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty least seventy-five percent (5075%) of the Rentable Floor Area Premises upon the last day of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Lease term, Tenant shall have the right option to renew this Lease for one (1) additional sixty (60) month term (the "Extended Term"), by delivering notice to Landlord of Tenant's option to extend the Term hereof upon all term of this Lease. If Tenant exercises its right to extend, the same terms, conditions, covenants and agreements herein contained (except term of this Lease shall be extended for the Annual Fixed Rent which applicable sixty (60) month period, and Tenant shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred continue to as an "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 lease the Premises as a result on all of the exercise terms and conditions of this Lease, except that (i) the Base Rent payable by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for during the Extended Term shall be a factor considered by all parties the fair market rent as determined in determining the Prevailing Market Rent paragraph 51(b) or paragraph 51(c) hereof; and (ii) Tenant shall have no further renewal options under this Section 8.20 Lease. Notwithstanding the foregoing, if an event of default by Tenant exists on the first day of the Extended Term, this Lease shall automatically terminate, and Exhibit H)Tenant shall be deemed to have elected not to exercise its renewal option.
(Bb) If Tenant desires to exercise its applicable option exercises the right to extend the Termterm of this Lease for the Extended Term in accordance with paragraph 51(a) hereof, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration effective as of first day of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Base Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent prevailing fair market rental value of the Premises on the first day of the Extended Term, on and subject to the agreements, covenants and conditions (except the amount of Base Rent) of this Lease, based on then current rent being offered and accepted for comparable space in comparable buildings in the San Francisco Bay Area used by biotechnology companies for uses comparable to Tenant's use of the Premises leased on terms comparable to this Lease as defined of the first day of the Extended Term, expressly excluding any rental value added to the Premises from alternations or improvements or Trade Fixtures paid for by Tenant directly or through amortization in Exhibit H) as the rent. Such fair market rental value shall be determined by agreement between Landlord and Tenant. If Landlord and Tenant do not agree on such fair market rental value by the Broker Determination or date three (b3) months prior to the Annual Fixed Rent in effect during the last twelve (12) month period first day of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term such fair market rental value shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice determined by Tenant to Landlord exercising Tenant's option to extend the Lease Term appraisal in accordance with the provisions of Section 8.20(Bparagraph 51(c) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requireshereof. Notwithstanding anything contained herein to the contraryforegoing, in no event shall the Base Rent during the Extended Term be less than the Base Rent for the month immediately preceding the Extended Term. Landlord and Tenant have each shall, promptly after the right Base Rent for the Extended Term has been determined pursuant to exercise this paragraph 51(b) or paragraph 51(c) hereof, execute and deliver to the other an amendment to this Lease which sets forth the Base Rent during the Extended Term, but the Base Rent so determined shall be effective during the Extended Term whether or not such amendment is executed.
(c) For the purpose of paragraph 51 hereof, if Landlord and Tenant do not agree on the fair market rental value of the Premises by the date three (3) months prior to the first day of the Extended Term, such fair market rental value shall be determined as follows: Landlord and Tenant each shall appoint one (1) appraiser within fifteen (15) days after a written request for appointment of appraisers has been given by either Landlord or Tenant to the other. If either Landlord or Tenant fails to appoint its appraiser within such period of fifteen (15) days, such appraiser shall be appointed by the Superior Court of the State of California in and for the County of San Mateo upon application of the other. Each such appraiser shall appraise such fair market rental value of the Premises and complete and submit his written appraisal setting forth the appraised value to Landlord and Tenant within thirty (30) days after the appointment of both such appraisers. If the higher appraised value in such two (2) appraisals is not more than one extension option at a time hundred ten percent (110%) of the lower appraised value, such fair market rental value of the Premises shall be the average of the two (2) appraised values. If the higher appraised value is more than one hundred ten percent (110%) of the lower appraised value, Landlord and further, Tenant shall agree upon and appoint a neutral third appraiser within fifteen (15) days after both of the first two (2) appraisals have been submitted to Landlord and Tenant. If Landlord and Tenant do not agree and fail to appoint such neutral third appraiser within such period of fifteen (15) days, such neutral third appraiser shall be appointed by the Superior Court of the State of California in and for the County of San Mateo upon application of either Landlord or Tenant. The neutral third appraiser shall appraise such fair market rental value of the Premises and complete and submit his written appraisal setting forth the appraised value to Landlord and Tenant within thirty (30) days after his appointment. Such fair market rental value of the Premises shall be the average of the two (2) appraised values in such three (3) appraisals that are closest to each other. The fair market rental value of the Premises, determined in accordance with this paragraph 51(c), shall be conclusive and binding upon Landlord and Tenant. Any proceedings in connection with the determination of the fair market rental value of the Premises shall be subject to California Code of Civil Procedure sections 1280 to 1294.2 (including section 1283.05) or successor California laws then in effect relating to arbitration and any such proceedings shall be conducted in the County of San Mateo. All appraisers appointed by Landlord or Tenant, or both of them, shall be members of the American Institute of Real Estate Appraisers of the National Association of Realtors or real estate professionals qualified by appropriate training or experience and have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than at least ten (10) years after of experience dealing with commercial real estate. The appraisers shall have no power or authority to amend or modify this Lease in any respect and their jurisdiction is limited accordingly. Landlord and Tenant each shall pay the expiration fee and expenses charged by its appraiser plus one-half of the Original Term hereoffee and expenses charged by the neutral third appraiser. If the fair market rental value of the Premises has not been determined in accordance with this paragraph 51(c) by the first day of the Extended Term, Tenant shall pay as Base Rent the average of the amount of Base Rent proposed by Landlord and the amount of Base Rent proposed by Tenant, but not less than the Base Rent for the month immediately preceding the Extended Term, effective on the first day of the Extended Term, and Tenant shall continue to pay such average until the fair market rental value of the Premises has been determined, at which time any adjustment in the Base Rent resulting therefrom shall be made retroactively within ten (10) days after such determination.
Appears in 1 contract
Sources: Standard Industrial Lease (Arris Pharmaceutical Corp/De/)
Extension Option. Provided that (Ai) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of the exercise of the herein described applicable option to extend hereinafter set forth and as at the time of the commencement of the Extended Extension Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (iias hereinafter defined) this Lease lease is still in full force and effect, effect and provided further that no event of default hereunder has occurred which is continuing beyond the expiration of any applicable notice and cure period provided for in this lease and (iiiii) Tenant has not sublet more than fifty percent (50%) either at the time of commencement of the Rentable Floor Area Extension Term, (a) the Premises consists of at least 100,000 square feet of net rentable area which is not then subleased, or (b) if the net rentable area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), not subject to subleases at such time is less than 100,000 square feet and provided that Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants is then leasing and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for occupying at least two (2) contiguous full floors which are not then subleased, Tenant is hereby granted the option to extend the term, (y) if subparagraph (ii)(a) above is then applicable, with respect to the entire Premises or (z) if subparagraph (ii)(b) above is then applicable, with respect to any portion of the Premises which consists of at least two (2) or more contiguous full floors, for three (3) additional periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (individually, an “Extension Term” and collectively, the “Extension Terms”), such Extension Terms to as an "Extended Term." Notwithstanding any implication to commence at 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 result expiration of the then expiring Lease term. Tenant shall exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable each option to extend by delivering notice of such election (the Term, then Tenant shall give notice “Extension Notice”) to Landlord, Landlord not earlier less than sixteen fifteen (16) months nor later than twelve (1215) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) then term of Tenant's request for Landlord's quotation the Lease. In the event that Landlord does not receive the Extension Notice prior to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of such time period (time being of the essence with respect thereto), then the then applicable option to extend this lease term and all subsequent extension options, if any, shall, upon the expiration of such time period, become null and void and be of no further force or effect and Tenant shall, at the request of Landlord, execute an instrument in form and substance acceptable to Landlord confirming such facts. Each Extension Term shall be upon the same terms and conditions of this lease except that the Base Rental during each Extension Term shall be at an annual rate equal to the then current fair market rental rate. The fair market rental rate (the “FMR”) shall mean the annual net rental rate per square foot (exclusive of expense pass-through additions) of net rentable area then being agreed upon by landlords and tenants in first-class office buildings located in suburban Atlanta, Georgia, for space comparable to the space for which the FMR is being determined (taking into consideration use, location, and/or floor level within the applicable building, the definition of net rentable area, leasehold improvements provided, remodeling credits or allowances granted, leasing commissions, quality, age and location of the applicable building, rental concessions [such as abatements or lease assumptions], the provision of free or paid unassigned parking, the time the particular rate under consideration became effective, size of tenant, creditworthiness of tenant, relative operating expenses, relative services provided, marketing time [including, without limitation, the loss in rental income to Landlord from the expiration of Tenant’s Lease through the rental commencement date(s) of a new lease or leases for the Premises], etc.) It is agreed that bona fide written offers to lease comparable space located elsewhere in the Project from third parties (at arm’s length) may be used as an indication of FMR. The FMR shall be determined by Landlord and Tenant by mutual agreement; however, if Landlord and Tenant cannot agree in writing on the FMR within thirty (30) days after Tenant’s notice of its election to extend, the date when Tenant receives Landlord's quotation of FMR shall be determined by the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Three Broker Method set forth below. Tenant shall have no option to extend the right, for thirty (30) days following term of this lease beyond the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended third and final Extension Term, which Broker Determination and the Premises shall be made delivered in their existing condition (on an “as is” basis) at the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended time each Extension Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationcommences.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Lease Agreement (Homebanc Corp)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as at the commencement date of the commencement of the Extended Term in question extension option period (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of neither assigned this Lease nor the Premises in the aggregate (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for (1) the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow herein below set forth) for two , (2) periods the Base Operating Expenses shall become the Landlord’s Operating Expenses for the calendar year in which the Extended Term commences, and (3) the Base Taxes shall become the Landlord’s Tax Expenses for the fiscal year in which the Extended Term commences) for one (1) period of five (5) years each as hereinafter set forth. Each Such option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(Bi) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice (the “Exercise Notice”) to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve nine (129) months prior to the expiration of the then Term of this Lease Term (as it may have been previously extended hereunderextended) exercising such option to extend. Promptly after Landlord’s receipt of Tenant's request for the Exercise Notice Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable then Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HG) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofG.
Appears in 1 contract
Sources: Lease (Inotek Pharmaceuticals Corp)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both So long as at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) Option Notice there exists no monetary Default of Tenant (or other material Event of Default (defined Landlord shall have waived such condition in Section 7.1its sole discretion), (ii) this Lease is still in full force and effect, and the named Tenant as set forth in Section 1.1 (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)successor by merger) and/or any Affiliate shall actually occupy the entire Premises, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained term of this Lease for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "(the “Extended Term." Notwithstanding any implication ”). 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 contrary Landlord has no obligation to make any additional payment to Tenant in respect expiration of any construction allowance or the like or to perform any work Original Term shall apply to the Premises as a result of Extended Term except that (i) the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord Annual Fixed Rent for the Extended Term shall be a factor considered the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of the Extended Term, as designated by all parties in determining the Prevailing Market Rent under this Section 8.20 Landlord by notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided, and Exhibit H).
(Bii) If Tenant desires to exercise its applicable option shall have no further right to extend the Term, then term of this Lease beyond the Extended Term hereinabove provided. If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice to Landlordof its election (the “Option Notice”) not later than nine (9) months, not earlier than sixteen (16) months nor later sooner than twelve (12) months months, prior to the expiration of the Lease Term (as it may have been previously extended hereunder) Original Term. Such Option Notice shall request Landlord’s determination of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing Market Rate within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after and shall apply to the date when entire Premises and shall be unconditional and irrevocable by Tenant receives except as hereinafter provided. If Tenant fails to give the Option Notice to Landlord's quotation of , the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term term of this Lease pursuant to such agreementshall automatically terminate no later than the end of the Original Term, then and Tenant shall have no further option to extend the rightterm of this Lease, for thirty (30) days following the expiration it being agreed that time is of the Negotiation Period, essence with respect to make a request to Landlord for a broker determination (the "Broker Determination") giving of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermOption Notice. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with term hereof pursuant to the provisions of this Section 8.20(B) above2.3, then this Lease and the Lease Term hereof such extension shall be automatically be deemed extended, for the applicable Extended Term, effected without the necessity for the execution of any additional documents, except that but Landlord and Tenant agree shall, at the request of either, execute an amendment to enter into an instrument this Lease, in writing setting forth a commercially reasonable form prepared by Landlord, confirming such extension of the term and the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 1 contract
Sources: Lease Agreement (Dexcom Inc)
Extension Option. A. Tenant shall have the option (Athe “Extension Option”) On to extend the conditions Original Term of this Lease for one additional period of five (which conditions Landlord may waive by written notice 5) years to Tenant) that both at begin immediately upon the time of exercise expiration of the herein described applicable option to extend Original Term (the “Extended Term”), provided that each of the following conditions has been satisfied:
(i) As of the date of the Extension Notice (defined below) and as of the commencement of the Extended Term Term, Tenant shall not be in question default beyond notice and cure periods (it being agreed that if at such time Landlord has provided Tenant a notice of default for which the applicable cure period has yet to expire, Tenant must cure such default within such cure period for Tenant’s exercise of the right hereunder to be valid) and shall not have previously been in default of its obligations under this Lease beyond any applicable notice and cure periods;
(ii) Tenant shall have had a net income for the 12-month period immediately preceding the date of the Extension Notice and for the 12-month period immediately preceding the commencement of the Extended Term;
(iii) Tenant shall have continuously occupied 100% of the Premises; and
(iv) Simultaneously with the delivery of the Extension Notice and also at the commencement of the Extended Term, Tenant shall have delivered to Landlord an unaudited financial statement, certified as true and correct by an officer of Tenant and using generally accepted accounting principles, evidencing such net income during each of the periods specified in clause (ii) hereinabove. If the above conditions have not been satisfied, then the Extension Option shall be void and the Extension Notice previously sent by Tenant shall be nullified and of no effect. Notwithstanding anything to the contrary contained herein, Landlord hereby reserves the right, in its sole and absolute discretion, to waive any condition set forth in clauses (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect), and (iii) of this Section 2.3. No such waiver shall be effective unless communicated by Landlord to Tenant has not sublet more than fifty percent (50%) in writing and shall be used for the sole purpose of giving effect to the Extension Option and no other purpose.
B. All of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (provisions of this Lease shall apply to the Extended Term except for that the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) Rate for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered the fair-market rental rate for comparable space in comparable buildings in the Burlington, Massachusetts area as of the commencement of the Extended Term (“Market Rate”), as designated by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) Landlord. If Tenant desires shall elect to exercise this Extension Option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its applicable option to extend the Term, then Tenant shall give notice to Landlord, election not earlier than sixteen eighteen (1618) months nor and not later than twelve (12) months prior to the expiration of the Original Term of this Lease, time being of the essence thereof. If Tenant timely and properly gives such notice and satisfies the conditions specified above, the extension of this Lease Term shall be automatically effected without the execution of any additional documents. Tenant’s Extension Option is personal to the initial named Tenant, Myomo, Inc., and any Permitted Transferee (as it defined in Section 6.2.1(f) below), and, except in connection with a Permitted Transfer (as defined in Section 6.2.1(f) below), may have been previously extended hereundernot be assigned under any circumstances. The Original Term and the Extended Term shall be collectively referred to as the “Term” or the “term”.
C. Not later than thirty (30) days following the giving of Tenant's request for Landlord's quotation to ’s Extension Notice, Landlord shall notify Tenant of a proposed Annual Fixed Rent Landlord’s determination of the Market Rate for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within . Within fifteen (15) business days after receipt Landlord gives Tenant Landlord’s determination of Tenant's requestthe Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If at T▇▇▇▇▇ disagrees with L▇▇▇▇▇▇▇’s determination, then Landlord and T▇▇▇▇▇ shall commence negotiations to agree upon the expiration Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the commencement of the Extended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date when on which Landlord first gave Tenant receives Landlord's quotation ’s proposal for the Market Rate, then the Market Rate shall be determined as provided below.
D. If Landlord and Tenant are unable to agree on the Market Rate by the end of the proposed Annual Fixed Rent as aforesaid said thirty (the "Negotiation Period")30)-day period, then within five (5) days thereafter, Landlord and Tenant have not reached agreement on shall each simultaneously submit to the other in a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration sealed envelope its good faith estimate of the Negotiation Period, to make a request to Landlord for a broker determination Market Rate. If the higher of such estimates is not more than one hundred five percent (the "Broker Determination"105%) of the Prevailing other estimate, then the Market Rent Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below.
E. Within seven (7) days after the exchange of estimates, the parties shall select, as defined an arbitrator, a mutually acceptable commercial real estate broker or appraiser licensed in Exhibit Hthe Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, having no less than ten (10) years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the applicable Extended Term, which Broker Determination Premises. There shall be made no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Extended Term shall be rendered in the manner set forth in Exhibit H. If writing to both Landlord and Tenant timely and shall have requested the Broker Determination, then be final and binding upon them and shall be the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. The costs of the Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any Approved Arbitrator or counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such Approved Arbitrator or counsel. If the dispute between the parties as to a market rate has not been resolved before the commencement of the Extended Term, then Tenant shall have failed pay Fixed Rent under the Lease based upon the market rate designated by Landlord until either the agreement of the parties as to timely request the Broker Determinationmarket rate, then or the Annual decision of the Final Arbitrator, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord.
F. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the applicable Premises during the Extended Term shall be as set forth in Landlord's original quotationTerm.
(C) Upon G. With respect to any assignment or subletting during the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Original Term of this Lease (other than to a Permitted Transferee in connection with a Permitted Transfer), such assignment shall not include the Extension Option granted to Tenant, and such sublease shall be construed as referring to for a term expiring no later than the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofExpiration Date.
Appears in 1 contract
Sources: Office Lease (Myomo, Inc.)
Extension Option. A. Tenant shall have two options (Aeach, an “Extension Option”) On to extend the conditions term of this Lease, each for an additional period of five (which conditions Landlord may waive by written notice to Tenant5) that both at years. The first such five—year period (the time of exercise “First Extended Term”) shall begin immediately upon the expiration of the herein described applicable option to extend Original Term of this Lease, and the second such five-year period (the “Second Extended Term”) shall begin immediately upon the expiration of the First Extended Term, provided that each of the following conditions has been satisfied:
(i) As of the date of an Extension Notice (defined below) and as of the commencement of the First Extended Term and, if applicable, the Second Extended Term, Tenant has not been in question (i) there exists no default of its monetary or other material Event obligations beyond the expiration of Default (defined in Section 7.1)any applicable cure periods under this Lease more than two times during the Term, including any Extended Term;
(ii) this Lease is still in full force and effect, and Tenant simultaneously exercises an extension option under the Building 75 Lease; and
(iii) Tenant has not sublet subleased 20% or more than fifty percent (50%) of the Rentable Floor Area sum total of (a) the rentable square footage of the Premises plus (except for a subletting permitted without Landlord's consent b) the rentable square footage of the premises under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)the Building 75 Lease, Tenant shall have both at the right to extend time of the Extension Notice and as of the commencement of the First Extended Term hereof upon all and, if applicable, the same Second Extended Term.
B. All of the terms, conditions, covenants and agreements herein contained (provisions of this Lease shall apply to each Extended Term except for that the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) Rate for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties the then- fair market rental rate for premises of comparable size and quality to the Premises, in determining comparable buildings in the Prevailing competitive market area as of the commencement of the applicable Extended Term (the “Fair Market Rate”), excluding the annual charge-off for the Connector Bridge pursuant to Section 3.8 below, but in no event less than the average Annual Fixed Rent Rate in effect during the term immediately preceding the Extended Term in question. For the avoidance of doubt, the Annual Fixed Rent Rate during the First Extended Term shall be no less than $28.04 per rentable square foot of Premises (i.e., the average rental rate per rentable square foot of Premises during the Original Term), and during the Second Extended Term, the Annual Fixed Rent Rate shall be no less than the average Annual Fixed Rent Rate in effect during the First Extended Term. In addition, it is expressly understood and agreed that the annual charge-off for the amortized cost of the Connector Bridge pursuant to Section 3.8 below is payable in addition to and apart from the Fixed Rent during the Term and shall not be included in the determination of the Fair Market Rent under this Section 8.20 during any Extended Term. At the time of commencement of an Extended Term, Tenant’s Base Operating Costs shall be revised to be Operating Costs for first full calendar year of the Extended Term, grossed up if necessary to reflect full occupancy, and Exhibit H).
(B) Base Taxes shall be revised to be Taxes for the first fiscal year which begins during the first Lease Year of the Extended Term, grossed up if necessary to reflect full assessment. If Tenant desires shall elect to exercise an Extension Option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its applicable option to extend the Term, then Tenant shall give notice to Landlord, election not earlier than sixteen (16) months nor later than twelve fifteen (1215) months prior to the expiration of the Original Term of this Lease, or fifteen (15) months prior to the expiration of the First Extended Term, as the case may be. If Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents, but the parties subsequently shall enter into a lease amendment as contemplated under Section 2.3.F below. The Original Term and each Extended Term are hereinafter collectively sometimes called the “Term” or the “term”.
C. Not later than fourteen (14) months prior to the expiration of the Original Term or the First Extended Term, as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to applicable, Landlord shall notify Tenant of a proposed Annual Fixed Rent Landlord’s determination of the Fair Market Rate for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within . Within fifteen (15) business days after receipt of Tenant's requestLandlord gives Tenant Landlord’s proposal for Fair Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If at Tenant disagrees with Landlord’s designation, Landlord and Tenant shall commence negotiations to agree upon the expiration of Fair Market Rate. If Landlord and Tenant are unable to reach agreement on the Fair Market Rate within thirty (30) days after the date when on which Landlord first gave Tenant receives Landlord's quotation ’s proposal for the Fair Market Rate, then the Fair Market Rate shall be determined as provided below.
D. If Landlord and Tenant are unable to agree on the Fair Market Rate by the end of the proposed Annual Fixed Rent as aforesaid said thirty (the "Negotiation Period")30)-day period, then within five (5) days thereafter, Landlord and Tenant have not reached agreement on shall each simultaneously submit to the other in a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration sealed envelope its good faith estimate of the Negotiation PeriodFair Market Rate, to make a request to Landlord for a broker determination (including anticipated steps in rent, if any. If the "Broker Determination") higher of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-such estimates is not more than one hundred five percent (95105%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationother estimate, then the Annual Fixed Rent for the applicable Extended Term Fair Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Fair Market Rate shall be determined by an independent arbitrator as set forth in Landlord's original quotationbelow.
E. Within seven (C7) Upon days after the giving exchange of notice by Tenant to Landlord exercising Tenant's option to extend estimates, the Lease Term in accordance with the provisions of Section 8.20(B) aboveparties shall select, then this Lease and the Lease Term hereof shall automatically be deemed extendedas an arbitrator, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined a mutually acceptable commercial real estate broker or appraiser licensed in the relevant manner set forth Commonwealth of Massachusetts specializing in this Section 8.20; and the field of commercial office leasing in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Termsuburban Boston area, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in having no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more less than ten (10) years years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the expiration arbitrator shall determine the Fair Market Rate by selecting either the Landlord’s estimate of Fair Market Rate or the Tenant’s estimate of Fair Market Rate. Such arbitrator must choose the proposed Fair Market Rate that he/she determines is closest to the actual market rental rate for the Premises, taking into account that the Annual Fixed Rent Rate must in no event be less than the average Annual Fixed Rent Rate in effect during the immediately preceding term, as specifically set forth in Section 2.3 (B). There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Fair Market Rate for the Extended Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent Rate for the Extended Term. The costs of the Original Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such counsel.
F. Once the Fair Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the applicable Extended Term. For any part of the Extended Term hereofduring which the Fixed Rent Rate is in dispute, or has not yet been finally determined, Tenant shall make payments to Landlord on account of Fixed Rent at the rate per square foot of Rentable Floor Area of the Premises last paid under this Lease. The parties shall adjust for any overpayments or underpayments upon final determination of such rent.
Appears in 1 contract
Sources: Office Lease (Avid Technology, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty thirty percent (5030%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice (the “Exercise Notice”) to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve (12) months prior to the expiration of the Term of this Lease Term exercising such option to extend. Within ten (as it may have been previously extended hereunder10) business days after Landlord's receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant“Landlord's requestRent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent annual rental for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HK) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. K. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to Landlord's original quotationRent Quotation.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) B above, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Term, Term without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm.
Appears in 1 contract
Extension Option. A. Subject and subordinate to Sublessor's business needs and at Sublessor's sole and absolute discretion, Sublessor, not later than September 30, 2001, shall notify Sublessee whether Sublessor will permit Sublessee to extend the Term of this Sublease for an additional term of two (A2) On years ("Extension Term"). Sublessor's failure to deliver such a notice shall be deemed Sublessor's refusal to permit Sublessee to extend the conditions Term of this Sublease. If Sublessor notifies Sublessee that it is willing to permit Sublessee to extend the Term of this Sublease as described above, provided a monetary default (which conditions Landlord after expiration of applicable notice and cure periods) has not occurred hereunder, Sublessee may waive by written notice to Tenant) that both at exercise the time of exercise of the herein described applicable option to extend and (the "Option") not later than two hundred seventy (270) days prior to the Expiration Date. Base Rent for the Extension Term shall be the then-fair market rent for the Subleased Premises ("FMR") as of the commencement of the Extended Term in question Extension Term, including rental increases, if applicable, as agreed upon by Sublessor and Sublessee, or, if the parties cannot agree within sixty (i60) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) days prior to the commencement of the Rentable Floor Area Extension Term, as established pursuant to arbitration as described below. In no event shall Base Rent for the Extension Term be less than Two Dollars and 55/100 ($2.55) per rentable square foot of the Premises (Subleased Premises. All other terms and conditions of this Sublease shall apply during the Extension Term, except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant that Sublessee shall have the right no further option to extend the Term hereof upon Term.
B. If it becomes necessary to determine the FMR by appraisal, real estate appraiser(s), all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which of whom shall be adjusted during Members of the option periods as hereinbelow set forth) for two (2) periods of Appraisal Institute and who have at least five (5) years each as hereinafter set forth. Each option period is sometimes herein referred experience appraising comparable space located in the vicinity of the Subleased Premises shall be appointed and shall act in accordance with the following procedures:
(i) If the parties are unable to as agree on the FMR within the allowed time, either party may demand an "Extended Term." Notwithstanding any implication appraisal by giving written notice to the contrary Landlord has no obligation other party, which demand to make any additional payment to Tenant in respect be effective must state the name, address and qualifications of any construction allowance an appraiser selected by the party demanding an appraisal (the "Notifying Party"). Within ten (10) days following the Notifying Party's appraisal demand, the other party (the "Non-Notifying Party") shall either approve the appraiser selected by the Notifying Party or select a second properly qualified appraiser by giving written notice of the like or to perform any work name, address and qualification of such appraiser to the Premises as Notifying Party. If the Non-Notifying Party fails to select an appraiser within the ten (10) day period, the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two appraisers are selected, they shall select a result third appropriately qualified appraiser. If the two appraisers fail to select a third qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the exercise county where the Premises are located upon application by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)either party.
(Bii) If Tenant desires to exercise only one appraiser is selected, that appraiser shall notify the parties in simple letter form of its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration determination of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing FMR within fifteen (15) business days after receipt of Tenant's requestfollowing his selection, which appraisal shall be conclusively determinative and binding on the parties as the appraised FMR. If at multiple appraisers are selected, the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have appraisers shall meet not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more later than ten (10) years after days following the expiration selection of the Original last appraiser. At such meeting the appraisers shall attempt to determine the FMR as of the commencement date of the Extension Term as described above by the agreement of at least two (2) of the appraisers. If two (2) or more of the appraisers agree on the FMR at the initial meeting, such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notify both Sublessor and Sublessee of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on the FMR, all appraisers shall submit to Sublessor and Sublessee an independent appraisal of the FMR in simple letter form within twenty (20) days following appointment of the final appraiser. The parties shall then determine the FMR by averaging the appraisals; provided that any high or low appraisal, differing from the middle appraisal by more than ten percent (10%) of the middle appraisal, shall be disregarded in calculating the average.
(iii) If only one appraiser is selected, then each party shall pay one-half of the fees and expenses of that appraiser. If three appraisers are selected, each party shall bear the fees and expenses of the appraiser it selects and one-half of the fees and expenses of the third appraiser.
C. The parties hereby acknowledge that the Extension Term, as described herein, extends beyond the term of the Lease. In the event that Sublessor does not enter into the Direct Lease or that the Direct Lease does not commence for any reason whatsoever, the Extension Term shall be automatically shortened to terminate upon the termination of the Lease. In the event that Sublessee properly exercises the Option and the Direct Lease commences, the Sublease shall continue as a sublease under the Direct Lease as described in Section 3.C hereof and Sublessee shall have the termination right described in Section 3.C hereof.
D. The Option is personal to Synplicity, Inc. or any Corporate Affiliate and may not be exercised following an assignment of this Sublease or a sublease of all or any portion of the Subleased Premises.
Appears in 1 contract
Sources: Sublease (Synplicity 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 (A) On it being intended that all rights pursuant to this provision are and shall be personal to the conditions (which conditions Landlord may waive by written original Tenant under this Lease and its Affiliates and shall not be transferable or exercisable for the benefit of any Transferee), and provided Tenant is not in default under this Lease beyond any applicable notice to Tenant) that both and cure periods at the time of exercise or at any time thereafter until the beginning of any such extension of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Term, Tenant shall have the right option (the "EXTENSION OPTION") to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods one additional consecutive period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (the "EXTENSION PERIOD"), by giving written notice to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than Extension Option at least twelve (12) months months, but not more than eighteen (18) months, prior to the expiration of the initial Term. `Me 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 Term (as it may have been previously shall automatically be extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt Extension Period without the execution of Tenant's request. If at any further instrument by the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), parties; provided that Landlord and Tenant have 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 reached agreement on a determination exercised precisely in the manner provided herein. Any extension of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of shall be upon all the terms and conditions set forth in this Lease pursuant to such agreementand all Exhibits thereto, then except that: (i) Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's no further option to extend the Lease 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 accordance with the provisions of Section 8.20(BPremises; and (iii) above, Base Rent for any such Extension Period shall be the then this Lease and the Lease Term hereof shall automatically be deemed extended, Fair Market Base Rental (as defined below) for the applicable Extended Term, without the necessity Premises for the execution of any additional documentsspace and term involved, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term which shall be determined as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofbelow.
Appears in 1 contract
Sources: Sublease (Clarent Corp/Ca)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty thirty percent (5030%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each Such option period is sometimes herein referred to as an "“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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable an option to extend the Term, then Tenant shall give notice (“Exercise Notice”) to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the then Term of this Lease Term exercising such option to extend. Within thirty (as it may have been previously extended hereunder30) days after Landlord’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended TermTerm (“Landlord’s Rent Quotation”).; provided, which quotation however, in no event shall Landlord shall deliver be obligated to Tenant in writing within fifteen provide Landlord’s Rent Quotation more than eleven (1511) business days after receipt months prior to the expiration of Tenant's requestthe then Term of this Lease. If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HK) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. K. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable such Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) abovesuch Exercise Notice, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, documents (except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20fixed rent); and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofLease.
Appears in 1 contract
Sources: Lease Agreement (Allovir, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and So long as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and the named Tenant as set forth in Section 1.1 (iiior any successor by merger, or any Affiliate) Tenant has not sublet more than fifty percent (shall actually occupy at least 50%) % of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Premises, Tenant shall have the right to extend the Term hereof upon all term of this Lease for one (1) additional period (the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth“Extended Term”) for two (2) periods of five (5) years each as hereinafter set forthyears. Each option period is sometimes herein referred to as an "The Extended Term." Notwithstanding any implication Term shall commence on July 1, 2014 and shall end on June 30, 2019. All of the terms, covenants and provisions of this Lease applicable immediately prior to the contrary Landlord has no obligation to make any additional payment to Tenant in respect expiration of any construction allowance or the like or to perform any work Original Term shall apply to the Premises as a result of such Extended Term except that (i) the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord Annual Fixed Rent for the Extended Term shall be a factor considered the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of the Extended Term, as designated by all parties in determining 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 Prevailing Market Rent under term of this Section 8.20 and Exhibit H).
(B) Lease beyond the Extended Term hereinabove provided. If Tenant desires shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice of its applicable election not later than January 1, 2014. If Tenant fails to give such notice to Landlord, the term of this Lease shall automatically terminate no later than June 30, 2014, and Tenant shall have no further option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term term of this Lease pursuant unless otherwise agreed to such agreementby Landlord and Tenant, then Tenant shall have the right, for thirty (30) days following the expiration it being agreed that time is of the Negotiation Period, essence with respect to make a request to Landlord for a broker determination (the "Broker Determination") giving of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Termnotice. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with term hereof pursuant to the provisions of this Section 8.20(B) above2.3, then this Lease and the Lease Term hereof such extension shall be automatically be deemed extended, for the applicable Extended Term, effected without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into but the parties shall, at either’s request, execute an instrument in writing setting forth agreement confirming the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 1 contract
Sources: Lease (Cuisine Solutions Inc)
Extension Option. Provided that HemaCare Corporation, a California corporation, has not assigned this Lease or sublet any or all of the Premises other than to an Affiliate (A) On it being intended that all rights pursuant to this provision are and shall be personal to the conditions (which conditions Landlord may waive by written notice to Tenant) that both original Tenant under this Lease and o an Affiliate and shall not be transferable or exercisable for the benefit of any Transferee other than an Affiliate), and provided Tenant is not in default under this Lease at the time of exercise or at any time thereafter until the beginning of such extension of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Term, Tenant shall have the right option (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional consecutive period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (the “Extension Period”), by giving written notice to as an "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 result of the exercise by Tenant of any such option Extension Option at least nine (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B9) If Tenant desires to exercise its applicable option to extend the Termmonths, then Tenant shall give notice to Landlord, but not earlier than sixteen (16) months nor later more than twelve (12) months months, prior to the expiration of the Lease initial Term (as it such Term may have been previously automatically extended hereunderpursuant to Section 38 (c) above). The exercise of Tenant's request for Landlord's quotation the Extension Option by Tenant shall be irrevocable and shall cover the entire Premises leased by Tenant pursuant to Tenant this Lease. Upon such exercise, the term of a proposed Annual Fixed Rent the Lease shall automatically be extended for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt Extension Period without the execution of Tenant's request. If at any further instrument by the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), parties; provided that Landlord and Tenant have shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Option. The Extension Option shall terminate if not reached agreement on a determination exercised precisely in the manner provided herein. Any extension of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of shall be upon all the terms and conditions set forth in this Lease pursuant to such agreementand all Exhibits thereto, then except that: (i) Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's no further option to extend the Lease Term in accordance with of the provisions of Section 8.20(BLease; (ii) above, then this Lease and Landlord shall not be obligated to contribute funds toward the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution cost of any additional documentsremodeling, except that Landlord renovation, alteration or improvement work in the Premises; and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed (iii) Base Rent for the applicable Extended Term Extension Period shall be the then Fair Market Base Rental (as defined below) for the Premises for the space and term involved, which shall be determined in the relevant manner as set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofbelow.
Appears in 1 contract
Sources: Lease Agreement (Hemacare Corp /Ca/)
Extension Option. Notwithstanding any provision in the Lease to the contrary, the Renewal Option set forth in Section 31 of the Existing Lease shall apply only to the Existing Premises, and Tenant’s exercise thereof shall extend the term of the Lease only with respect to the Existing Premises. Accordingly, notwithstanding any provision in the Lease to the contrary, and without limiting the generality of the preceding sentence, references in Section 31 to the “Premises” shall be replaced with the “Existing Premises”, and references in said Section 31 to the “Building” shall be replaced with “Building B”. In addition to the Renewal Option, subject to the terms and conditions set forth below, Tenant may at its option (Athe “Extension Option”) On extend the Expansion Space Term for one (1) additional five (5) year period (the “Extension Term”). For the avoidance of doubt, the Extension Option set forth in this Section 9 shall apply only to the Expansion Space.
9.1 If Tenant exercises the Extension Option hereunder, all of the terms, covenants and conditions of the Lease with respect to the Expansion Space shall continue in full force and effect during the Extension Term, including provisions regarding payment of Additional Rent, except that (which conditions i) the Base Rent with respect to the Expansion Space payable by Tenant during the Extension Term shall be as determined in accordance with Sections 9.3 and 9.4 below, (ii) Landlord may waive by shall have no obligation to repair, remodel, improve or alter the Expansion Space, to perform any other construction or other work of improvement upon the Expansion Space, or to provide Tenant with any construction or refurbishing allowance whatsoever, and (iii) Tenant shall have no further rights to extend the Expansion Space Term after the expiration of the Extension Term.
9.2 To exercise the Extension Option, Tenant must deliver a written notice to TenantLandlord via certified mail or hand delivery not sooner than three hundred sixty-five (365) that both days nor later than two hundred forty (240) days prior to the then-expiration of the Expansion Space Term. Thereafter, the Base Rent with respect to the Expansion Space for the Extension Term shall be determined pursuant to Sections 9.3 and 9.4 below. Such determination shall be final and shall not be recalculated at the time of exercise actual commencement of the herein described applicable option Extension Term. If Tenant fails to extend and timely give its notice of exercise, Tenant will be deemed to have waived its Extension Option.
9.3 The Base Rent payable by Tenant for the Expansion Space during the Extension Term shall be the Market Rate (as defined below) for the Expansion Space, valued as of the commencement of the Extended Term Extension Term, determined in question (i) there exists no monetary the manner hereinafter provided. As used herein, the term “Market Rate” shall mean the annual amount of Base Rent that a willing tenant would pay, and that a willing landlord would accept, at arm’s length, for space comparable to the Expansion Space within the Project or other material Event comparable office projects in the vicinity of Default the Project (defined in Section 7.1the “Comparison Projects”), based upon binding lease transactions for tenants in the Comparison Projects that, where possible, commence or are to commence within six (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (126) months prior to or within six (6) months after the expiration commencement of the Lease Extension Term (as it may have been previously extended hereunder“Comparison Leases”). Comparison Leases shall include renewal and new non-renewal tenancies, but shall exclude subleases and leases of space subject to another tenant’s expansion rights. Rental rates payable under Comparison Leases shall be adjusted to account for variations between the Lease with respect to the Expansion Space and the Comparison Leases with respect to: (i) the length of Tenant's request the Extension Term compared to the lease term of the Comparison Leases; (ii) rental structure, including, without limitation, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for Landlord's quotation base year or expense stop), additional rental, escalation provisions, all other payments and escalations; (iii) the size of the Expansion Space compared to Tenant the size of a proposed Annual Fixed Rent the premises of the Comparison Leases; (iv) location, floor levels and efficiencies of the floor(s) for which the determination is being made; (v) free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; (vi) the age and quality of construction of Building A (including compliance with applicable codes on the applicable Extended Termfloors); and (vii) leasehold improvements and/or allowances, which quotation Landlord shall deliver to Tenant including the amounts thereof in writing within fifteen renewal leases, and taking into account, in the case of renewal leases (15) business days after receipt of Tenant's request. If at including the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"Lease), Landlord and Tenant have not reached agreement on a determination the value of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein existing leasehold improvements to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofrenewal tenant.
Appears in 1 contract
Extension Option. (A) On the conditions (the “Extension Option Conditions”, which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)) and there have been no more than three (3) monetary Events of Default during the previous sixty (60) months, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty thirty percent (5030%) of the Rentable Floor Area of the Premises (in either case except for a (x) an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof 5.6.4 hereof, or any (y) occupancy permitted under of part of the Premises by one or more Licensee Parties, as defined in Section 5.6.6 5.6.4 hereof), Tenant shall have the right (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forthforth and except that there shall be no further option to extend) for two one (21) periods period of five seven (57) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "“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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable an option to extend the Term, then Tenant shall give notice (“Exercise Notice”) to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the then Term of this Lease Term (as it may have been previously extended hereunderextended) exercising such option to extend. Within thirty (30) days after Landlord’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended TermTerm (“Landlord’s Rent Quotation”); provided, which quotation however, in no event shall Landlord shall deliver be obligated to Tenant in writing within fifteen provide Landlord’s Rent Quotation more than fourteen (1514) business days after receipt months prior to the expiration of Tenant's requestthe then Term of this Lease. If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant the matter shall have the right, for thirty (30) days following the expiration of the Negotiation Period, be submitted to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.H.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B9.18(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm.
Appears in 1 contract
Extension Option. (Aa) On Tenant shall have the conditions Extension Option referred to in Article I above, provided that (which conditions a) Tenant provides Landlord may waive by with written notice of Tenant's interest in exercising such option at least three hundred sixty-five (365) days prior to the expiration of the Term ("Tenant's Interest Notice"), (b) that both no uncured Default (hereinafter defined) shall exist at the time of exercise Landlord's receipt of the herein described applicable option to extend and as of Tenant's Interest Notice, or at the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effectExtension Period, and (iiic) the Tenant has not sublet more than named in Article I above and/or a Tenant Entity (hereinafter defined) then leases and occupies at least fifty percent (50%) of the Rentable Floor Area Premises. Except for the amount of Base Rent (which is to be determined as hereinafter provided), all of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 terms, covenants, conditions and provisions set forth herein shall be applicable to the Extension Period. This Extension Option, which is personal to the original Tenant specified in Article I hereof or any occupancy permitted under Section 5.6.6 hereof)a Tenant Entity, Tenant shall have the right to extend the Term hereof upon all the same termsmay not be severed from this Lease or separately sold, conditionsassigned, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forthor otherwise transferred. Each option period Time is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under essence with respect to this Section 8.20 and Exhibit H)4.3.
(Bb) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of delivers Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made Interest Notice in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extendedLandlord shall, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than within ten (10) years after the expiration business days of receipt of Tenant's Interest Notice, notify Tenant in writing ("Landlord's Rent Notice") of its determination of the Original Term hereoffair market rent for the Premises for the Extension Period. Landlord shall base its determination on comparable lease extensions for comparable property in the area in which the Property is located, taking into account all relevant factors including, without limitation, concessions then being granted by landlords. The area in which the Property is located shall be deemed to be the Route 495/Route 2 submarket, further defined as the Towns of Acton, Boxborough, Westford and Littleton (the "Property Vicinity"). Landlord's determination shall be based upon the Premises as improved, whether such improvements were made by Landlord or Tenant. Notwithstanding the foregoing, Base Rent during such Extension Period shall not be less than seventy-five AGILENT TECHNOLOGIES ▇▇▇▇▇/▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; FINAL
Appears in 1 contract
Sources: Lease Agreement (Wells Real Estate Investment Trust Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and So long as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and subject to the Conditions (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or as hereinafter defined), which Landlord may waive, in its discretion, at any occupancy permitted under Section 5.6.6 hereof)time, but only by notice to Tenant, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) term of this Lease for two (2) additional periods (the “Extended Term(s)”) of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "each, commencing on the day succeeding the expiration of the Original Term or the preceding Extended Term." Notwithstanding any implication to , as the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or case may be, and ending on the like or to perform any work to day immediately preceding the Premises as a result fifth (5th) anniversary of the exercise by Tenant commencement of any such option (although Extended Term. All of the absence terms, covenants and provisions of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its Lease applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months immediately prior to the expiration of the Lease 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 (“Landlord’s Notice”), but subject to T▇▇▇▇▇’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 Terms hereinabove provided. If Tenant shall elect to exercise any of the aforesaid options, it may have been previously extended hereundershall do so by giving Landlord notice (an “Election Notice”) of Tenant's request for its election not later than twenty-four (24) months, nor sooner than twelve (12) months, prior to the expiration of the then current term of this Lease (Original Term or Extended Term, as applicable). If Tenant fails to give any such Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord's quotation , the term of this Lease shall automatically terminate no later than the end of the term then in effect, 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 any such Election Notice. If Tenant shall extend the term hereof pursuant to the provisions of a proposed this Section 2.4, 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 L▇▇▇▇▇▇▇’s request, execute an agreement confirming the Annual Fixed Rent for the applicable Extended Term. The “Conditions” are that, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt as of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period")applicable Election Notice there shall exist no Default of Tenant and Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreementits assignees and/or subtenants shall actually occupy, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determinationaggregate, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five at least eighty percent (9580%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationentire Premises.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) Provided that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)▇▇▇▇ & ▇▇▇▇▇▇ Markets, (ii) this Lease is still in full force and effect, and (iii) Tenant LLC has not assigned this Lease, or sublet more than fifty percent (50%) of the Rentable Floor Area any or all of the Premises (except it being intended that all rights pursuant to this provision are and shall be personal to the original Lessee under this Lease and shall not be transferable or exercisable for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or the benefit of any occupancy permitted under Section 5.6.6 hereoftransferee), Tenant and provided that Lessee is not in default under this Lease, Lessee shall have the right options (each an "Extension Option") to extend the Term hereof upon all the same terms, conditions, covenants for up to four (4) additional consecutive periods of three (3) years and agreements herein contained (except thereafter for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for up to two (2) additional consecutive periods of five (5) years (each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication Extension Period"), by giving written notice 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 result Lessor of the exercise by Tenant of any such option Extension Option at least six (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B6) If Tenant desires to exercise its applicable option to extend the Termmonths, then Tenant shall give notice to Landlord, but not earlier than sixteen (16) months nor later more than twelve (12) months months, prior to the expiration of the Initial 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 Term (as it may have been previously shall automatically be extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended TermExtension Period without the execution of any further instrument by the parties; provided that Lessor and Lessee shall, which quotation Landlord shall deliver if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Option. The failure of Lessee to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at exercise any Extension Option, or the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation or termination of the proposed Annual Fixed Rent as aforesaid Lease, shall terminate Lessee's right to exercise any subsequent Extension Option and Lessee shall have no further right to renew or extend this Lease. Any extension of the Term shall be upon all the terms and conditions set forth in this Lease and all Exhibits thereto, except that (the "Negotiation Period"), Landlord and Tenant i) Lessee shall have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending no further option to extend the Term of this Lease pursuant the Lease, other than as specifically set forth herein; and (ii) Rent for any such Extension Period shall be equal to such agreement, the then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Fair Market Rent (as defined in Exhibit Hbelow) for the applicable Extended TermPremises for the space and term involved, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationbelow.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Retail Lease (Dean & Deluca Inc)
Extension Option. a. The Expiration Date of the current Term of the Lease is October 16, 2015. Lessor hereby grants Lessee the option to extend the Term of the Lease for one (A1) On period of three (3) years (the “Extended Term”), upon the same terms and conditions (which conditions Landlord may waive by set forth in the Lease unless otherwise modified herein, except that the Premises shall remain in their then as-is condition and Lessor shall have no obligation to construct or pay for any improvements or Alterations, Lessee shall have no further right to extend the Lease Term, and Base Rent for the Extended Term shall be adjusted as provided herein. To exercise Lessee’s option to extend the Term, Lessee shall give Lessor written notice (an “Option Notice”) of such exercise no earlier than twelve (12) months and no later than nine (9) months before the Expiration Date. Notwithstanding the foregoing, Lessee shall only have the right to Tenant) that extend the Term if both at the time of exercise of the herein described applicable option to extend that Lessee gives Lessor an Option Notice and as of the commencement of the Extended Term in question (i) there no default by Lessee exists no monetary or other material Event of Default under the Lease (defined in Section 7.1)as amended by this Second Amendment) which remains uncured beyond the applicable notice and cure period, and (ii) this Lease is still in full force and effect, and (iii) Tenant Lessor has not sublet more than fifty percent notified Lessee that an event or condition exists which, with the giving of notice or the passage of time or both, could constitute such a default; provided, that if such an event or condition has occurred but is cured by Tenant
1. prior to becoming a default under the Lease (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofbeyond applicable notice and cure period), Tenant then such event or condition shall have the no effect on Lessee’s right to extend the Term hereof upon all as provided herein (as long as no other event or condition has occurred and continues under clauses (i) or (ii) at the same terms, conditions, covenants and agreements herein contained (except for time the Annual Fixed Rent which shall Option Notice is to be adjusted during given or at the option periods as hereinbelow set forth) for two (2) periods commencement of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord
b. Base Rent per month for the Extended Term shall be a factor considered by all parties in determining equal the Prevailing then current Fair Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunderhereinafter defined) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord Premises. The parties shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of have thirty (30) days after Lessor receives the date when Tenant receives Landlord's quotation Option Notice within which to agree upon the amount of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed then-current Fair Market Rent for the applicable Premises. If the parties are unable to agree, in their sole and absolute discretion, on the Fair Market Rent for the Premises within such thirty (30) day period, then the Fair Market Rent as of the commencement of the Extended Term shall be determined as provided on Exhibit X attached hereto and executed made a part hereof. As used in this Second Amendment, the tern “Fair Market Rent” for the Premises shall mean the then prevailing fair market rent for the Premises as of the commencement of the Extended Term. In determining such rate, the parties will consider first class, “Class A” office space comparable in size and quality to the Premises, if any, located in the vicinity of the Project in the Mountain View, California office market, including, without limitation, and taking into consideration all other factors normally considered when determining fair market rental value (including, without limitation, the duration of the Extended Term, that Lessor is not required to pay any commissions and such rental increases as may be appropriate during such period). Upon determination of the Fair Market Rent for the Premises, the parties shall immediately execute an amendment to the Lease stating the adjustment of the Base Rent as of the commencement of the Extended Term. In the event Lessee has retained the services of a real estate broker to represent Lessee during the negotiations in connection with the Extended Term, it is expressly understood that Lessor shall have no obligation for the payment of all or any part of a real estate commission or other brokerage fee to Lessee’s real estate broker in connection with the Extended Term. Lessee shall be solely responsible for payment of fees for services rendered to Lessee by such broker in connection with the Extended Term.
▇. ▇▇▇▇▇▇’▇ ability to plan for the orderly transaction of its rental business, to accommodate the needs of other existing and potential tenants, and to enjoy the benefits of increasing rentals at such times as Lessor is able to do so in its sole and absolute discretion are fundamental elements of Lessor’s willingness to provide Lessee with the option to extend contained herein. Accordingly, Lessee hereby acknowledges that strict compliance with the notification provisions contained herein, and Lessee’s strict compliance with the time periods for such notification contained herein, are material elements of the bargained for exchange between Lessor and Lessee and are material elements of Lessee’s consideration paid to Lessor in exchange for the grant of the option. Therefore, Lessee’s failure to adhere strictly and completely to the provisions and time frame contained in this provision shall render the option automatically null, void and of no further force or effect, without notice, acknowledgement, or any action of any nature or sort required of Lessor. Lessee acknowledges that no other act or notice, other than the express written instrument extending notice set forth hereinabove, shall act to put Lessor on notice of Lessee’s intent to extend, and Lessee hereby waives any claims to the contrary, notwithstanding any other actions of Lessee during the preceding Term of this Lease pursuant or any statements, written or oral, of Lessee to such agreement, then Tenant shall have Lessor to the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect contrary during the last twelve (12) month period preceding Term of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationthis Lease.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's d. The option to extend granted pursuant hereto is personal to the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein original Lessee signatory to the Lease Term and cannot be assigned, transferred or conveyed to, or exercised for the Term benefit of, any other person or entity (voluntarily, involuntarily, by operation of this Lease shall be construed as referring law or otherwise) including, without limitation, to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration any assignee or sublessee permitted under Article 13 of the Original Term hereofLease, except in the event of an assignment or sublease that constitutes a Permitted Transfer under subsection 13.a of the Lease.
Appears in 1 contract
Extension Option. (A) On Provided that there has been no Event of Default which is uncured and continuing on the conditions (which conditions Landlord may waive by written notice to part of the Tenant) that both at , and the time Tenant is, as of the date of exercise of the herein described applicable option to extend and as of the commencement date of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)Extension Term, (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty actually occupying at least fifty-one percent (5051%) of the Rentable Floor Area of Premises for its business purposes, the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) additional periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of (any such option period an “Extension Term”) on the following terms and conditions:
(although a) Such right to extend the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered exercised by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If giving of notice by Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than Landlord at least twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for or the applicable Extended first Extension Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid applicable (the "Negotiation Period"“Extension Notice Deadline Date”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of such notice by Tenant to Landlord exercising Tenant's option to extend on or before the Lease Term in accordance with the provisions of Section 8.20(B) aboveExtension Notice Deadline Date, then this Lease and the Lease Term hereof shall automatically be deemed extendedextended for an additional term, for the applicable Extended Termas specified above, without the necessity for the execution of any additional documents, documents except that Landlord and Tenant agree to enter into an instrument in writing setting forth a document memorializing the Annual Fixed Rent for the applicable Extended Extension Term to be determined as set forth below. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term on or before the Extension Notice Deadline Date.
(b) The Extension Term shall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent payable during the first Extension Term shall be at the then Extension Fair Rental Value of the Premises, to be determined under Section 2.6(d) or Section 2.6(e) below. For purposes of this Section 2.6, the “Extension Fair Rental Value” of the Premises shall mean the then current fair market annual rent for leases of other space in Cambridge, Massachusetts, based on the then “as is” conditions of the Premises when compared to similar class A laboratory/office properties in the relevant manner set forth in this Section 8.20; and in such event all references herein Cambridge market.
(c) If the Tenant makes a written request to the Lease Landlord for a proposal for the Extension Fair Rental Value for the first Extension Term (“Tenant’s Extension Rental Request”) on or before the Term of this Lease shall be construed as referring day two (2) months prior to the Lease TermExtension Notice Deadline Date, as so extended, unless then the context clearly otherwise requires. Notwithstanding anything contained herein Landlord shall make such a written proposal (“Landlord’s Rental Proposal”) to the contraryTenant within fifteen (15) days after receipt of Tenant’s Extension Rental Request, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and but in no event shall the Lease Landlord be required to deliver such a proposal sooner than fourteen (14) months prior to the scheduled commencement of the Extension Term. Following delivery by the Landlord of Landlord’s Rental Proposal to the Tenant, the parties will endeavor in good faith to reach agreement with respect to the establishment of the Extension Fair Rental Value.
(d) Unless the parties have already mutually agreed upon such Extension Fair Rental Value, on or before the day that is ten (10) days prior to the Extension Notice Deadline Date, the Landlord and the Tenant shall deliver to each other their final Rental Proposal and each of such Landlord's Rental Proposal and such Tenant's Rental Proposal (the "Final Rental Proposals") shall be binding on the Landlord and the Tenant, respectively, for the purpose of conducting the resolution procedure described in clause (e) below. Failure by the Landlord or the Tenant to timely deliver a Final Landlord's Rental Proposal or Final Tenant's Rental Proposal, as the case may be, shall result in the other party's proposal being deemed the Extension Fair Rental Value.
(e) If the Tenant exercises its election to extend the Term hereof be extended for more than under clause (a) above, without the Extension Fair Rental Value of the Premises having been established by mutual agreement of the parties as contemplated under clauses (c) and (d) above, then within thirty (30) days after the Tenant's exercise of its election to extend the Term, Landlord and Tenant shall either (i) mutually agree upon the identity of a real estate professional ("Arbiter") with at least ten (10) years after continuous experience in the expiration business of appraising or marketing similar commercial real estate in the Cambridge, Massachusetts area who has agreed to serve as hereinafter provided (the "Deciding Arbiter"), or (ii) each appoint an Arbiter who shall, within thirty (30) days of selection, select a third Arbiter to serve as the Deciding Arbiter. The Deciding Arbiter shall select either the Final Landlord's Rental Proposal or the Final Tenant's Rental Proposal as the proposal most accurately stating the Extension Fair Rental Value of the Original Premises. If the two Arbiters respectively selected by the parties (the "Party Selected Arbiters") cannot agree upon the selection of a Deciding Arbiter, then such two Party Selected Arbiters shall seek the selection of the Deciding Arbiter by the Massachusetts Chapter of the Commercial Brokers Association. The Deciding Arbiter shall give notice of his or her selection to the Landlord and the Tenant and, within thirty (30) days following the Deciding Arbiter’s appointment, its selection of either Final Landlord's Rental Proposal or Final Tenant's Rental Proposal which selection shall be final and binding upon the Landlord and the Tenant. Each party shall pay the fees and expenses of its Party Selected Arbiter and one-half of the fees and expenses of the Deciding Arbiter. In the event that the commencement of the Extension Term hereofoccurs prior to a final determination of the Extension Fair Rental Value therefore (the "Extension Rent Determination Date"), then the Tenant shall pay the Annual Fixed Rent in effect at the time. If the Annual Fixed Rent for the Extension Term is determined to be greater than the Annual Fixed Rent paid with respect to the Premises prior to the Extension Rent Determination Date, then the Tenant shall pay to the Landlord the amount of such underpayment within thirty (30) days of the Expansion Rent Determination Date. If the Annual Fixed Rent for the Extension Term is determined to be less than the Annual Fixed Rent paid with respect to the Premises prior to the Extension Rent Determination Date, then the Landlord shall refund to the Tenant the amount of such overpayment within thirty (30) days of the Expansion Rent Determination Date.”
Appears in 1 contract
Sources: Lease (Ariad Pharmaceuticals Inc)
Extension Option. Provided that Sysorex Global Holdings Corp. has not assigned this Lease (Aexcept to a Peimitted Transferee pursuant to a Permitted Transfer) On or sublet any or all of the conditions Premises (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant under this Lease and any Permitted Transferee which conditions Landlord may waive by written is an assignee pursuant to a Permitted Transfer and shall not otherwise be transferable or exercisable for the benefit of any Transferee), and provided Tenant is not in default beyond any applicable notice to Tenant) that both and cure periods under this Lease at the time of exercise or at any time thereafter until the beginning of such extension of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Term, Tenant shall have the right option (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two additional consecutive period of three (2) periods of five (53) years each as hereinafter set forth. Each option period is sometimes herein referred (the “Extension Period”), by giving written notice to as an "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 result of the exercise by Tenant of any such option Extension Option at least nine (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B9) If Tenant desires to exercise its applicable option to extend the Termmonths, then Tenant shall give notice to Landlord, but not earlier than sixteen (16) months nor later more than twelve (12) months months, prior to the expiration of the initial Term. The exercise of the 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 Term (as it may have been previously shall automatically be extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt Extension Period without the execution of Tenant's request. If at any further instrument by the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), parties; provided that Landlord and Tenant have shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Option. The Extension Option shall terminate if not reached agreement on a determination exercised precisely in the manner provided herein. Any extension of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of shall be upon all the terms and conditions set forth in this Lease pursuant to such agreementand all Exhibits thereto, then except that: (i) Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's no further option to extend the Lease Term in accordance with of the provisions of Section 8.20(BLease; (ii) above, then this Lease and Landlord shall not be obligated to contribute funds toward the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution cost of any additional documentsremodeling, except that renovation, alteration or improvement work in the Premises; (iii) Landlord shall not be obligated to pay any fee or commission to any broker; and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed (iv) Base Rent for the applicable Extended Term Extension Period shall be the then Fair Market Base Rental (as defined below) for the Premises for the space and term involved, which shall be determined in the relevant manner as set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofbelow.
Appears in 1 contract
Sources: Lease Agreement (Inpixon)
Extension Option. (Aa) On Landlord hereby grants to Tenant the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend the term of this Lease (the "Option") for one additional five-year period. Tenant shall exercise such Option by giving written notice of exercise to Landlord at least six (6) months prior to the Expiration Date; provided, however, that such Option shall not be exercisable if Tenant is then in default hereunder or if the other conditions set forth in the Lease have not been met. All of the terms and conditions of this Lease shall govern such extended term insofar at applicable, and all references in this Lease to the term hereof shall be deemed to include such extended term unless the context clearly indicates to the contrary.
(b) The Base monthly Rent for the Option term shall be 95% of the fair market rate as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) Option term as determined by the agreement of the Rentable Floor Area of parties or, if the Premises parties are unable to agree on or before ninety (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth90) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior days rior to the expiration of the Lease Term term, then by an appraisal conducted pursuant to Subparagraph (as it may have been previously extended hereunderb) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed below. Notwithstanding the above, the Base Monthly Rent for the applicable Extended Termno event less than the Base Monthly of the original lease term. The Base into account the duration of the provide for reasonable periodic such term.
(c) if it becomes necessary to determine the fair market rate for the Premises by appraisal, then real estate appraisers), all of whom shall be members of the American Institute of Real Estate Appraisers and each having at least two years experience appraising commercial and industrial real property located within the vicinity of the Premises, shall be appointed and shall act in accordance with the following procedures:
(i) if Landlord and Tenant are unable to agree on the base rent for the Option term, then either party may demand an appraisal by giving written notice to the other party, which quotation Landlord demand to be effective must state the name, address and qualifications of an appraiser selected by the party demanding an appraisal (the "Notifying Party"). Within ten (10) days following the Notifying Party's appraisal demand, the other party (the "Non-Notifying Party") shall deliver either approve the appraiser selected by the Notifying Party or select a second properly qualifled appraiser by giving written notice of the name, address and qualifications of said appraiser to Tenant in writing within fifteen (15) business days after receipt of Tenant's requestthe Notifying Party. If at the expiration Non-Notifying Party fails to select an appraiser within the ten (10) day period, then the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two appraisers are selected, they shall select a third appropriately qualified appraiser. If the two appraisers fail to select a third qualified appraiser within ten (10) days, then, upon application by either party, the third appraiser shall be appointed by the President (or person serving in comparable position, if there is no President) of the local Real Estate Board (or any successor entity or body of comparable standing if such Board does not then exist) or the person to whom the President may delegate that function.
(ii) If only one appraiser is selected, then that appraiser shall notify the parties in simple letter form of its determination of the fair market rate for the Premises within thirty (30) days after of his selection, which appraisal shall be conclusively determinative and binding on the date when Tenant receives Landlord's quotation of parties as the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent fair market rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty Premises.
(30iii) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determinationmultiple appraisers are selected, then the Annual Fixed Rent for the applicable Extended Term appraisers shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall meet not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more later than ten (10) years days following selection of the last appraiser. At such meeting, the appraisers shall attempt to determine the fair market rate for the Premises as of the commencement date of the Option period by the agreement of at least two of the appraisers.
(iv) The appraisers' determination of the fair market rate shall be based on a building of the same age, construction, size and location as the Premises and shall take into account Tenant's obligation to pay additional rent under the terms of this Lease. in determining the fair market rate, the appraisers shall not consider any improvements, alterations, additions, fixtures or equipment installed in the Premises at Tenant's expense but shall include improvements, Alterations, additions, fixtures of equipment installed at Landlord's expense. If two or more of the appraisers agree on the fair market rate for the Premises at the ini t ial meeting, then such agreement shall be determinative and binding on the parties hereto and the agreeing appraisers shall, in simple letter from executed by the Agreeing appraisers, forthwith notify both Landlord and Tenant of the amount set by such agreement.
(v) If multiple appraisers are selected and the agreement of at least two appraisers cannot be obtained w ithin ten (10) days after the initial meeting, then, within five (5) days after the expiration of said ten (10) day period, all appraisers shall submit to Landlord and Tenant and independent appraisal, in simple letter form, of the Original Term hereoffair market rent for the Premises. The parties shall then determine the appraised fair market rent for the Premises by averaging the appraisals; provided, however, that (i) if the lowest appraisal is less than eighty-five percent (85%) of the middle appraisal, then such lowest appraisal shall be disregarded, and (ii) if the highest appraisal is greater than one hundred fifteen percent (115%) of the middle appraisal, then such highest appraisal shall be disregarded. If any appraisal is so disregarded, then the average shall be determined by computing the average of the appraisals that have not been disregarded.
(vi) Nothing contained herein shall prevent Landlord and Tenant from jointly selecting a single appraiser to determine the fair market rate of the Premises, in which event the determination of such appraisal shall be conclusively deemed to be the fair market rate of the Premises for the option term in question.
(vii) If only one appraiser is selected, then each party shall pay half of the fees and expenses of that appraiser. If three appraisers are selected, then each party shall bear the fees and expenses of the appraiser it selects, plus half of the fees and expenses of the third appraiser.
Appears in 1 contract
Sources: Standard Triple Net Industrial Lease (Telco Systems Inc /De/)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)) and there have been no more than two (2) Event of Default occurrences during the Term, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty twenty-five percent (5025%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice (“Exercise Notice”) to Landlord, not earlier than sixteen twelve (1612) months nor later than twelve nine (129) months prior to the expiration of the Term of this Lease Term (as it may have been previously extended hereunder) exercising such option to extend. Promptly after Landlord’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty fifteen (3015) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty fifteen (3015) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HF) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. F. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such the Extended Term. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth equal to the greater of (a) Landlord’s Rent Quotation or (b) the Annual Fixed Rent in Landlord's original quotationeffect during the last twelve (12) month period of the Lease Term immediately prior to the Extended Term.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B) B above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm.
Appears in 1 contract
Sources: Lease Agreement (Arsanis, Inc.)
Extension Option. Landlord and Tenant acknowledge and agree that the extension option contained in Section 9.18 of the Lease shall be deleted in its entirety, and Tenant’s only option to extend the Term upon the expiration of the Second Extended Term shall be as set forth in this Section 2.
(A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Third Extended Term in question (as hereinafter defined) (i) there exists no monetary or other material “Event of Default Default” (defined in Section 7.1)7.1 of the Lease) and there have been no more than two (2) Event of Default occurrences during the Term, (ii) this the Lease is still in full force and effect, and (iii) Tenant has not neither assigned the Lease nor sublet more than fifty twenty-five percent (5025%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent Rent, which shall be adjusted during the as set forth in Section 2(B) below and except that there shall be no further option periods as hereinbelow set forthto extend) for two one (21) periods period of five one (51) years each year commencing on February 1, 2022 and expiring on January 31, 2023 (the “Third Extended Term”) as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice (the “Exercise Notice”) to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior January 31, 2021 exercising such option to extend. During the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Third Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term Premises shall be payable by Tenant at the greater annual rate of $1,115,226.00 (being the product of (ai) ninety-five percent $42.00 and (95%ii) the Rentable Floor Area of the Prevailing Market Rent Premises (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Termbeing 26,553 square feet)). If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of this Section 8.20(B) above2(B), then this the Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Third Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term term of this the Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm.
Appears in 1 contract
Sources: Lease (Radius Health, Inc.)
Extension Option. (Aa) On Provided that, at the conditions time of each such exercise, (which conditions Landlord may waive by written notice to i) the Lease is in full force and effect, and (ii) no default of Tenant) that both , as such term is defined in Section 7.1 of the Lease, shall have occurred and be continuing (either at the time of exercise or at the commencement of an Extended Term, as hereinafter defined), Tenant shall have the herein described applicable right and option to extend the Term of the Lease for two (2) extended terms (collectively, the "Extended Terms") of five (5) years each by giving written notice to Landlord not later than six (6) months prior to the expiration date of the Term with respect to the first Extended Term and not later than six (6) months prior to the expiration date of the first Extended Term with respect to the second Extended Term. The effective giving of such notice of extension by Tenant shall automatically extend the Term of 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 option to extend the Term of the Lease. Each Extended Term shall commence on the day immediately succeeding the expiration date of the 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 Extended 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 further option to extend the Term, except as provided herein during the first Extended Term with respect to the second Extended Term, and (ii) the Annual Fixed Rent for the Extended Terms shall be the Fair Market Rental Value of the Premises as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)question, (ii) this Lease is still in full force and effecttaking into account all relevant factors, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease determined pursuant to such agreement, then Tenant PARAGRAPH (b) below but in no event shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) less than the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofor
Appears in 1 contract
Sources: Lease (Network Plus Corp)
Extension Option. 39.1 Lessor hereby grants to Lessee one (A1) On option (the conditions (which conditions Landlord may waive by written notice to Tenant"Extension Option") that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all of the same terms, conditions, covenants and agreements herein contained (except Lease for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods an additional period of five (5) years each (the "Option Terms), on the same terms, covenants and conditions as hereinafter set forth. Each option period is sometimes herein referred to as an provided for in this Lease during the initial Term, except: (a) the monthly base rent payable during the Option Term shall be the "Extended Term.fair market rental rate" 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 for the Premises as a result of defined and determined in accordance with the exercise by Tenant of any such option Fair Market Rental Rate Rider attached to this Lease as Exhibit "C" provided, however, in no event shall the monthly base rent payable during the Option Term be less than the Adjusted Monthly Base Rent in effect from time to time, determined pursuant to Section 39.4 below; (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term b) Lessor shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option have no further right to extend the Term; and (c) the terms of Exhibit "B" shall be inapplicable to the Option Term.
39.2 The Extension Option must be exercised, then Tenant shall give if at all, by written notice ("Extension Notices) delivered by Lessee to Landlord, not earlier than sixteen (16) months nor Lessor no later than twelve the date which is one hundred eighty (12180) months days prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenantinitial Term. The Extension Option shall, at Lessor's request for Landlord's quotation sole option, not be deemed to Tenant of a proposed Annual Fixed Rent be properly exercised if, at the time such Extension Option is exercised or on the scheduled commencement date for the applicable Extended Option Term, which quotation Landlord shall deliver to Tenant Lessee is then in writing within fifteen (15) business days after receipt of Tenant's request. If at default or Lessee has been chronically delinquent during the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent initial Term as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination"described in Section 15.1(e) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationLease.
(39.3 Notwithstanding the determination of fair market rental rate pursuant to Exhibit "C) Upon the giving " or of notice by Tenant Adjusted Monthly Base Rent pursuant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary39.4, in no event shall Tenant have the right monthly base rent payable during any month of the Option Term be less than the monthly base rent payable during the previous month.
39.4 Adjusted Monthly Base Rent shall be determined in accordance with the following formula on the first day of each of the five (5) years of the Option Term (the "Adjustment Date(s)") and shall be in effect for the subsequent 12 months: Adjusted Monthly Base Rent = monthly base rent as of the day prior to exercise more than one extension option at a time and furtherapplicable Adjustment Date x (CPI-2/CPI-1). In applying the above, Tenant the following definitions shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall be used:
39.4.1 Preceding Year of the Lease Term hereof be extended for more than ten (10) years after Term" Means the expiration of 12 months preceding the Original Term hereofApplicable Adjustment Date.
Appears in 1 contract
Sources: Commercial Industrial Triple Net Lease Addendum (Titan Motorcycle Co of America Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) Provided that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material "Event of Default Default" (defined in Section 7.1), 15.1) and (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty twenty-five percent (5025%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 12.2 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forthforth and except that there shall be no further option to extend) for two one (21) periods period of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an 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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)".
(Bi) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen twelve (1612) months nor later than twelve nine (129) months prior to the expiration of the Lease Original Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term. Within ten (10) days following Landlord's receipt of Tenant's request, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's requestsuch quotation. If at the expiration of thirty (30) days after the date when Landlord delivers such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent annual rental for the applicable Extended Term and executed a written instrument extending the Original Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit HE) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. E.
(ii) If Tenant timely shall have requested the Broker Determination, then in order to exercise its right to extend the Original Term of this Lease for the Extended Term, Tenant, within thirty (30) days after receipt of the Broker Determination, shall give written notice to Landlord of Tenant's exercise of its right to extend the Lease Term for the Extended Term pursuant to this subsection 3.2(B)(ii), in which case the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Original Tenn. Upon the giving of notice by Tenant within said thirty (30) day period as provided in this subsection (B)(ii) then this Lease and Lease Term immediately prior to such Extended Term. If Tenant hereof shall have failed to timely request be extended for an additional term of five (5) years upon all of the Broker Determinationsame terms, then conditions, covenants and agreements contained in this Lease except that the Annual Fixed Rent for the applicable Extended Term shall be the rent determined as set forth described in Landlord's original quotationthis subparagraph.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(Beither subsection B(i) or B(ii) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; 3.2, and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten five (105) years after the expiration of the Original Lease Term hereof.
Appears in 1 contract
Sources: Lease Agreement (Streamline Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the applicable herein described applicable option to extend and as of the commencement of the applicable Extended Term in question (i) there exists no monetary or other material “Event of Default Default” (defined in Section 7.1), 15.1) and (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 12.5 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for that the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forthforth and except that there shall be no further option to extend except as set forth herein) for two (2) periods of five (5) years each each, as hereinafter set forth. Each option period is sometimes herein referred to as an "“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 result of the exercise by Tenant of any such option option, the parties hereby agreeing, however, that the amount (although the absence if any) of any construction or other refurbishment allowance from and/or work performed to the Premises by Landlord for the in connection with an Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)Term.
(B) If Tenant desires to exercise its applicable an option to extend the Term, then Tenant shall give notice (“Exercise Notice”) to Landlord, not earlier than sixteen eighteen (1618) months (except in connection with an exercise pursuant to Sections 3.3 or 3.4 of this Lease) nor later than twelve fifteen (1215) months prior to the expiration of the then Term of this Lease Term (as it may have been previously extended hereunderextended) exercising such option to extend. Within thirty (30) days following Landlord’s receipt of Tenant's request for Landlord's quotation ’s Exercise Notice but in no event earlier than twenty one months prior to the expiration of the then current Term, Landlord shall give notice to Tenant of a proposed Landlord’s good faith proposal of the Prevailing Market Rent to be applied for the Annual Fixed Rent for the applicable Extended TermTerm (“Landlord’s Rent Quotation”). For all purposes of this Lease, which quotation Landlord “Prevailing Market Rent” shall deliver to Tenant mean the arms-length fair market annual rental rate per rentable square foot of (i) the Premises in writing within fifteen connection Tenant’s exercise of its extension options under this Section 3.2, or (15ii) business days after receipt the Available 5th Floor ROFO Space in connection with Tenant’s exercise of its rights under Section 3.3 of this Lease, or (iii) any expansion space leased in connection with Tenant's request’s rights under Section 3.5 of this Lease, as applicable under leases and amendments then being entered into with private sector tenants in Class A office buildings in the Central Business District of Boston, taking into account all then relevant factors (including, without limitation, those set forth in Exhibit H). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), during which period Landlord and Tenant agree to negotiate in good faith with respect to the Prevailing Market Rent applicable to the Premises, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed the Prevailing Market Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination Determination, with a Base Year for Operating Expenses for such Extended Term which is the calendar year immediately preceding the calendar year in which such Extended Term commences and a Base Year for Taxes for such Extended Term which is the fiscal tax year immediately preceding the fiscal tax year immediately preceding fiscal tax year in which such Extended Term commences (“Prevailing Market Terms”), or (b) the Annual Fixed Rent product of $41.00 and the Rentable Floor Area of the Premises, with a Base Year for Operating Expenses for such Extended Term which is same calendar year as the Base Year in effect during immediately preceding the last twelve (12) month period commencement of the Lease Term immediately prior to such Extended TermTerm and a Base Year for Taxes which is which is same fiscal tax year as the Base Year in effect immediately preceding the commencement of such Extended Term (“Floor Terms”). If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to the greater of (a) Landlord's original quotation.
’s Rent Quotation or (Cb) Upon the giving product of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease $41.00 and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration Rentable Floor Area of the Original Term hereofPremises.
Appears in 1 contract
Sources: Lease Agreement (Brightcove Inc)
Extension Option. (a) The Borrower may request an extension of the Maturity Date for additional one year periods (each, an “Extended Maturity Date”); provided that the Borrower (i) provides written notice requesting the extension to the Facility Agent not less than 25 days nor more than 60 days prior to the first anniversary or second anniversary of the Effective Date of the Facility, as applicable and (ii) delivers to the Facility Agent a certificate signed by a duly authorized officer certifying (A) On a copy of the conditions resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (which conditions Landlord B) no Default or Event of Default has occurred and is continuing, and (C) no more than two extension requests shall be made. The Facility Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may waive by written elect in its sole discretion, within ten Business Days of such notice to Tenantthe Facility Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Facility Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) that both at duly completed and signed by the time of exercise Borrower, the Facility Agent and all of the herein described applicable option Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.24(a) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend and as of the commencement of the Extended Term in question its Commitment (each, a “Non-Extending Lender”), (i) there exists no monetary this Agreement shall terminate on the Maturity Date or other material Event of Default the initial Extended Maturity Date, as applicable, with respect to such Non-Extending Lender (defined in provided that such Non-Extending Lender’s rights under Sections 2.16, 2.19 and 9.4 and obligations under Section 7.19.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) this Lease is still in full force the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and effect, payable hereunder to such Lender on such date and (iii) Tenant has not sublet more than fifty percent the Borrower may, if it so elects, designate a Person to become a Lender after consultation with the Facility Agent, or agree with an existing Lender that such Lender’s Commitment shall be increased (50%) each, an “Assuming Lender”), in each case to assume, effective as of the Rentable Floor Area Maturity Date or the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the Premises (except for a subletting permitted obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without Landlord's consent under Section 5.6.1 hereof recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any occupancy permitted under Section 5.6.6 hereof), Tenant shall have such designation or agreement may not increase the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result aggregate amount of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent Commitments under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request Facility. The assumptions provided for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein 2.24(b) shall be subject to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofconditions that:
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Extension Option. Upon the satisfaction of the terms and conditions set forth in this Section 2.8.1, Borrower shall have the option (Athe “Extension Option”) On to extend the conditions term of the Loan beyond the Stated Maturity Date for two (2) terms of six (6) months each (each an “Extension Period”) to October 31, 2022 (the “Extended Maturity Date”):
(a) No Event of Default shall have occurred and be continuing;
(b) Lender shall have received from Borrower all sums then due and payable under the Loan Documents, including all payments of (or reimbursement of Lender for) any reasonable out of pocket miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Loan);
(c) Borrower shall notify Lender, in writing, of its irrevocable election to extend the Maturity Date as aforesaid at lease thirty (30) but not more than ninety (90) days prior to the Stated Maturity Date, which notice shall be accompanied by a payment to the Lender of extension points in an amount of one percent (1%) of the then outstanding and unpaid principal amount under this Agreement (which conditions Landlord may waive shall be nonrefundable and deemed earned upon receipt by written notice to TenantLender);
(d) that both at Upon election of an Extension Option, the time Interest Rate shall increase by two percent (2%) effective on the Stated Maturity Date from the term of exercise each Extension Option;
(e) Lender shall, in its sole and absolute discretion, be satisfied with the operation and performance of the herein described Property for which this Agreement and related documents are based upon;
(f) The Reserve Funds, as specified in Article VII, shall contain the amount required under this Agreement as of the date of commencement of the Extension Period, and Borrower shall deposit such additional amount into any of the Reserve Fund Accounts, or such additional reserve accounts, as Lender may require;
(g) Guarantors shall execute and deliver a reaffirmation, in form and substance satisfactory to Lender, of Guarantors’ respective obligations under each of the Loan Documents executed and delivered by them;
(h) Borrower shall deliver to Lender an Officer’s Certificate stating that all representations and warranties of Borrower set forth in Article IV remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the terms of the Loan Documents (in which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the applicable option representation(s) and warranty(ies)) or setting forth any exceptions to extend such representations and warranties, which exceptions shall be satisfactory to Lender;
(i) Borrower shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require, including, without limitation, a certification of the continued accuracy in all material respects of the representations and warranties set forth in Article III as of the commencement of the Extended Term Extension Period; and
(j) Borrower must pay Lender’s legal fees and expenses, if any, in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of connection with the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit Hextension(s).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Commercial Loan Agreement (Red Oak Capital Fund IV, LLC)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and So long as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effecteffect and ---------------- Tenant is not in default hereunder, Tenant shall have the option (the "Extension Option") to extend the Term for the entire Premises for one (1) additional period of five (5) years (the "Extension Period") subject to the following terms and (iii) conditions:
a. Tenant has shall not sublet more than fifty percent (50%) have the right to assign the Extension Option to any sublessee or assignee of the Rentable Floor Area Premises, nor may such sublessee or assignee exercise or enjoy the benefit of such Extension Option (except to a permitted assignee or subtenant under Section 20.1 or an assignee or subtenant approved by Landlord in writing).
b. Tenant shall have given Landlord written notice of its exercise of the Premises Extension Option on or before one hundred eighty (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof 180) days prior to the expiration of the Term.
c. The Extension Option shall be only applicable to the entire Premises, as it may have expanded or any occupancy permitted under Section 5.6.6 hereof)contracted from time to time pursuant to the Terms of this Lease, as it may have been amended from time to time, or by other agreement of Landlord and Tenant; provided, however, Tenant shall have the right to extend omit the Term hereof upon all Basement Space from the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted Premises during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)Extension Period.
(B) If Tenant desires to exercise its applicable option to extend the Termd. The terms and conditions of this Lease, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation amended from time to Tenant of a proposed Annual Fixed Rent for time, shall remain in full force and effect during any Extension Period except that the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the term "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination Base Rent" shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-modified to mean ninety five percent (95%) of the rent charged at the Prevailing Market Rent Rate (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationhereinafter defined).
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Assignment of Lease (Vialog Corp)
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 (A) On it being intended that all rights pursuant to this provision are and shall be personal to the conditions (which conditions Landlord may waive by written notice to Tenant) that both original Tenant under this Lease and its Affiliates and shall not be transferable or exercisable for the benefit of any Transferee other than an Affiliate), and provided Tenant is not in default under this Lease beyond any applicable cure period at the time of exercise or at any time thereafter until the beginning of any such extension of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Term, Tenant shall have the right option (the "EXTENSION OPTION") to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional consecutive period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred ("EXTENSION PERIOD"), by giving written notice to as an "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 result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than Extension Option at least twelve (12) months months, but not more than fifteen (15) months, prior to the expiration of the 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 Term (as it may have been previously shall automatically be extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt Extension Period without the execution of Tenant's request. If at any further instrument by the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), parties; provided that Landlord and Tenant have 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 reached agreement on a determination exercised precisely in the manner provided herein. Any extension of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of shall be upon all the terms and conditions set forth in this Lease pursuant to such agreementand all Exhibits thereto, then except that: (i) Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's no further option to extend the Lease 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 accordance with the provisions of Section 8.20(BPremises; and (iii) above, Base Rent for any such Extension Period shall be the then this Lease and the Lease Term hereof shall automatically be deemed extended, Fair Market Base Rental (as defined below) for the applicable Extended Term, without the necessity Premises for the execution of any additional documentsspace and term involved, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term which shall be determined as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofbelow.
Appears in 1 contract
Sources: Lease Agreement (Natus Medical Inc)