Common use of Extension Period Clause in Contracts

Extension Period. Subject to clause 6.9 of the Agreement, by no later than seven (7) months prior to the end of Development Year 19, provided the Agreement remains in full force and effect and Master Franchisee has issued the Extension Notice, the Parties will meet and use commercially reasonable efforts to agree upon a development plan for the Extension Period. During the Extension Period, Master Franchisee will develop, build and operate, or license Franchisees to develop, build and operate, the number of Restaurants agreed upon by the Parties. If the Parties fail to reach agreement with respect to the number of Restaurants to be developed by Master Franchisees during the Extension Period prior to the commencement of the Extension Period, then the number of Restaurants open and operating at the end of each Development Year during the Extension Period must increase (net of closures) as compared to the prior Development Year by a minimum of [****] Restaurants (each, an “Extension Period Target”). CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 3 Territory Map [****] CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4 Trademarks REGISTERED TRADEMARKS: CHINA Trademark Status Application Number Application Date Registration Number Registration Date Class BX XXX SI (POPEYES in Chinese) Registered 45170467 04/03/2020 45170467 11/14/2020 43 BX XXX SI (POPEYES in Chinese) Registered 45143379 04/03/2020 45143379 08/21/2021 35 BX XXX SI (POPEYES in Chinese) Registered 50076150 09/25/2020 50076150 12/14/2021 35 BX XXX SI (POPEYES in Chinese) Registered 49822654 09/17/2020 49822654 06/21/2022 30 POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 POPEYES (Stylized Standing Letters) Registered 45309347 04/10/2020 45309347 03/21/2022 43 POPEYES BX XXX SI (English & Chinese) Registered 56358667 05/25/2021 56358667 03/14/2022 43 POPEYES in Chinese (2 character mxxx) Registered 919293 12/21/1996 919293 12/21/1996 29 POPEYES in Chinese (2 character mxxx) Registered 95029456 03/21/1995 931831 01/14/1997 42 POPEYES in Chinese (3 character mxxx) Registered 960096471 08/23/1996 1091140 08/28/1997 29 POPEYES in Chinese (3 character mxxx) Registered 32700154 08/06/2018 32700154 04/14/2019 43 Poppy Standing Design Registered 56641238 06/03/2021 56641238 08/07/2022 43 Poppy Standing Design Registered 50791055 10/28/2020 50791055 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4A CORE MARKS POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 5 Permitted Existing Businesses Tim Hortons CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 6 Core Menu Items · Mild Bone-in Chicken · Spicy Bone-in Chicken · Mild Chicken Sandwich · Spicy Chicken Sandwich · Cajun Fries · Additional Sides (2) · Chicken Tenders · Chicken Nuggets · Seafood Offering (1) · At least 3 dipping sauces · Desserts (2) CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 7

Appears in 2 contracts

Samples: Share Purchase Agreement (TH International LTD), Share Purchase Agreement (TH International LTD)

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Extension Period. Subject to clause 6.9 (i) Provided Tenant is not in default beyond the expiration of any applicable notice and cure period at the time of the Agreementexercise of the applicable Extension Option or thereafter (through and including the commencement date of the applicable Extension Period as herein defined), by no later than seven and provided that this Lease shall not theretofore have been terminated, Tenant shall have two (72) months prior options (the "Extension Options") to extend the Expiration Date of the Lease Term, each for a period of five (5) consecutive years (individually, the "First Extension Period" and the "Second Extension Period", and collectively the "Extension Periods"), the First Extension Period commencing on the thirteenth (13th) anniversary of the Commencement Date and ending on the day preceding the eighteenth (18th) anniversary of the Commencement Date, and the Second Extension Period commencing on the eighteenth (18th) anniversary of the Commencement Date and ending on the day preceding the twenty-third (23rd) anniversary of the Commencement Date, subject to adjustment pursuant to the end of Development Year 19, provided terms hereof. The Extension Periods shall be upon the Agreement remains same terms and conditions contained herein except that (A) the Rent payable in full force and effect and Master Franchisee has issued the Extension Notice, Periods shall be adjusted to equal one hundred percent (100%) of the Parties will meet and use commercially reasonable efforts to agree upon a development plan then-prevailing fair market rental rate for the Extension Period. During Premises (the "New Rental Rate"), and shall thereafter be subject to adjustment as provided in Section 3(B) hereof, (B) Tenant shall have the right to adjust the size of the Premises in accordance with Section 2(B)(ix) hereof, (C) Tenant shall have no option to extend the Expiration Date of the Lease Term beyond the last day of the Second Extension Period, Master Franchisee will develop, build and operate, or license Franchisees (D) Tenant shall have no right to develop, build and operate, the number of Restaurants agreed upon by the Parties. If the Parties fail to reach agreement with respect to the number of Restaurants to be developed by Master Franchisees during exercise the Extension Option for the Second Extension Period prior to the commencement of unless Tenant has properly exercised the Extension Option for the First Extension Period, then the number of Restaurants open and operating at the end of each Development Year during the Extension Period must increase (net of closures) as compared to the prior Development Year by a minimum of [****] Restaurants (each, an “Extension Period Target”). CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 3 Territory Map [****] CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4 Trademarks REGISTERED TRADEMARKS: CHINA Trademark Status Application Number Application Date Registration Number Registration Date Class BX XXX SI (POPEYES in Chinese) Registered 45170467 04/03/2020 45170467 11/14/2020 43 BX XXX SI (POPEYES in Chinese) Registered 45143379 04/03/2020 45143379 08/21/2021 35 BX XXX SI (POPEYES in Chinese) Registered 50076150 09/25/2020 50076150 12/14/2021 35 BX XXX SI (POPEYES in Chinese) Registered 49822654 09/17/2020 49822654 06/21/2022 30 POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 POPEYES (Stylized Standing Letters) Registered 45309347 04/10/2020 45309347 03/21/2022 43 POPEYES BX XXX SI (English & Chinese) Registered 56358667 05/25/2021 56358667 03/14/2022 43 POPEYES in Chinese (2 character mxxx) Registered 919293 12/21/1996 919293 12/21/1996 29 POPEYES in Chinese (2 character mxxx) Registered 95029456 03/21/1995 931831 01/14/1997 42 POPEYES in Chinese (3 character mxxx) Registered 960096471 08/23/1996 1091140 08/28/1997 29 POPEYES in Chinese (3 character mxxx) Registered 32700154 08/06/2018 32700154 04/14/2019 43 Poppy Standing Design Registered 56641238 06/03/2021 56641238 08/07/2022 43 Poppy Standing Design Registered 50791055 10/28/2020 50791055 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4A CORE MARKS POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 5 Permitted Existing Businesses Tim Hortons CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 6 Core Menu Items · Mild Bone-in Chicken · Spicy Bone-in Chicken · Mild Chicken Sandwich · Spicy Chicken Sandwich · Cajun Fries · Additional Sides (2) · Chicken Tenders · Chicken Nuggets · Seafood Offering (1) · At least 3 dipping sauces · Desserts (2) CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 7.

Appears in 2 contracts

Samples: Deed of Lease (American Management Systems Inc), Deed of Lease (American Management Systems Inc)

Extension Period. Subject to clause 6.9 As long as no Event of Default has occurred and is continuing at the expiration of the AgreementTerm then in effect, then Tenant shall have four (4) consecutive options (each an “Extension Option”) to extend the term and continue this Lease in effect, for five (5) years each (with each such period with respect to each Extension Option exercised by no later than seven Tenant in accordance with this Lease being referred to as the “Extension Period”). During each Extension Period, the terms and provisions of this Lease will continue in effect, except that the Base Monthly Rent during each Extension Period shall be as set forth in Section 4.3. Tenant may exercise each Extension Option only by giving unequivocal and unconditional notice to Landlord of Tenant’s exercise of such Extension Option at least nine (79) months prior to the end expiration of Development Year 19the Term. If Tenant shall fail to give the notice within the aforesaid time limits, provided Tenant’s right to exercise its options shall nevertheless continue during said 9 month period until five (5) business days after Landlord shall have given Tenant notice of Landlord’s election to terminate such option (“Landlord’s Notice”), and Tenant may exercise such option at any time until the Agreement remains expiration of said five (5) business day period. It is the intention of the parties to avoid forfeiture of Tenant’s rights to extend the Term under the options set forth in full force and effect and Master Franchisee has issued this Lease through inadvertent failure to give the Extension Noticeextension notice within the time limits prescribed. Accordingly, the Parties will meet and use commercially reasonable efforts if Tenant shall fail to agree upon a development plan give an extension notice to Landlord for the Extension Period. During the an Extension Period, Master Franchisee will developand if Landlord shall fail to give Landlord’s Notice to Tenant, build and operatethen until the expiration of five (5) business days following Landlord’s Notice, or license Franchisees until Tenant either exercises its option to developextend or notifies Landlord that it does not intend to exercise said option to extend, build and operatesubject to Section 3.3 below, the number of Restaurants agreed then current term shall be extended automatically from month to month upon by all the Parties. If terms and conditions then in effect, and in no event shall the Parties fail to reach agreement with respect to term extend beyond the number of Restaurants to be developed by Master Franchisees during the Extension Period prior to the commencement last date of the Extension Period, then the number of Restaurants open and operating at the end of each Development Year during the Extension Period must increase (net of closures) as compared to the prior Development Year by a minimum of [****] Restaurants (each, an “Extension Period Target”). CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 3 Territory Map [****] CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4 Trademarks REGISTERED TRADEMARKS: CHINA Trademark Status Application Number Application Date Registration Number Registration Date Class BX XXX SI (POPEYES in Chinese) Registered 45170467 04/03/2020 45170467 11/14/2020 43 BX XXX SI (POPEYES in Chinese) Registered 45143379 04/03/2020 45143379 08/21/2021 35 BX XXX SI (POPEYES in Chinese) Registered 50076150 09/25/2020 50076150 12/14/2021 35 BX XXX SI (POPEYES in Chinese) Registered 49822654 09/17/2020 49822654 06/21/2022 30 POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 POPEYES (Stylized Standing Letters) Registered 45309347 04/10/2020 45309347 03/21/2022 43 POPEYES BX XXX SI (English & Chinese) Registered 56358667 05/25/2021 56358667 03/14/2022 43 POPEYES in Chinese (2 character mxxx) Registered 919293 12/21/1996 919293 12/21/1996 29 POPEYES in Chinese (2 character mxxx) Registered 95029456 03/21/1995 931831 01/14/1997 42 POPEYES in Chinese (3 character mxxx) Registered 960096471 08/23/1996 1091140 08/28/1997 29 POPEYES in Chinese (3 character mxxx) Registered 32700154 08/06/2018 32700154 04/14/2019 43 Poppy Standing Design Registered 56641238 06/03/2021 56641238 08/07/2022 43 Poppy Standing Design Registered 50791055 10/28/2020 50791055 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4A CORE MARKS POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 5 Permitted Existing Businesses Tim Hortons CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 6 Core Menu Items · Mild Bone-in Chicken · Spicy Bone-in Chicken · Mild Chicken Sandwich · Spicy Chicken Sandwich · Cajun Fries · Additional Sides (2) · Chicken Tenders · Chicken Nuggets · Seafood Offering (1) · At least 3 dipping sauces · Desserts (2) CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 7.

Appears in 1 contract

Samples: Lease Agreement (Par Pacific Holdings, Inc.)

Extension Period. Subject to clause 6.9 (1) Provided no Event of Default is in existence under this Lease at the time of the Agreement, by no later than seven (7) months prior to the end exercise of Development Year 19, provided the Agreement remains in full force and effect and Master Franchisee has issued the Extension Notice, the Parties will meet Option or thereafter (through and use commercially reasonable efforts to agree upon a development plan for the Extension Period. During the Extension Period, Master Franchisee will develop, build and operate, or license Franchisees to develop, build and operate, the number of Restaurants agreed upon by the Parties. If the Parties fail to reach agreement with respect to the number of Restaurants to be developed by Master Franchisees during the Extension Period prior to including the commencement date of the Extension Period), then and provided that this Lease shall not theretofore have been terminated, Tenant shall have one (1) non-recurring option (the number “Extension Option”) to extend the Expiration Date of Restaurants open the Lease Term for a period of five (5) consecutive years (the “Extension Period”). The Extension Period shall commence on the day following the Expiration Date determined under Section 2(A) [as the same may be extended pursuant to Section 10(c) of Exhibit B hereto] and operating at end on the end fifth (5th) anniversary of each Development Year during the scheduled Expiration Date determined under Section 2(A) [as the same may be extended pursuant to Section 10(c) of Exhibit B hereto]. The Extension Period shall be upon the same terms and conditions contained herein except that (A) the Rent payable in the Extension Period must increase shall be adjusted on the first (net 1st) day of closures) as compared to the prior Development Year by a minimum of [****] Restaurants (each, an “Extension Period Targetto equal one hundred percent (100%) of the then-prevailing fair market rental rate for the premises (the “New Rental Rate”). CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv, and shall thereafter be subject to adjustment in accordance with the provisions of Section 3(B) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 3 Territory Map [****] CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(ivhereof and (B) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4 Trademarks REGISTERED TRADEMARKS: CHINA Trademark Status Application Number Application Tenant shall have no option to extend the Expiration Date Registration Number Registration Date Class BX XXX SI (POPEYES in Chinese) Registered 45170467 04/03/2020 45170467 11/14/2020 43 BX XXX SI (POPEYES in Chinese) Registered 45143379 04/03/2020 45143379 08/21/2021 35 BX XXX SI (POPEYES in Chinese) Registered 50076150 09/25/2020 50076150 12/14/2021 35 BX XXX SI (POPEYES in Chinese) Registered 49822654 09/17/2020 49822654 06/21/2022 30 POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 POPEYES (Stylized Standing Letters) Registered 45309347 04/10/2020 45309347 03/21/2022 43 POPEYES BX XXX SI (English & Chinese) Registered 56358667 05/25/2021 56358667 03/14/2022 43 POPEYES in Chinese (2 character mxxx) Registered 919293 12/21/1996 919293 12/21/1996 29 POPEYES in Chinese (2 character mxxx) Registered 95029456 03/21/1995 931831 01/14/1997 42 POPEYES in Chinese (3 character mxxx) Registered 960096471 08/23/1996 1091140 08/28/1997 29 POPEYES in Chinese (3 character mxxx) Registered 32700154 08/06/2018 32700154 04/14/2019 43 Poppy Standing Design Registered 56641238 06/03/2021 56641238 08/07/2022 43 Poppy Standing Design Registered 50791055 10/28/2020 50791055 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4A CORE MARKS POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 5 Permitted Existing Businesses Tim Hortons CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 6 Core Menu Items · Mild Bone-in Chicken · Spicy Bone-in Chicken · Mild Chicken Sandwich · Spicy Chicken Sandwich · Cajun Fries · Additional Sides (2) · Chicken Tenders · Chicken Nuggets · Seafood Offering (1) · At least 3 dipping sauces · Desserts (2) CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 7of the Lease Term beyond the last day of the Extension Period.

Appears in 1 contract

Samples: Lease Agreement (Gtsi Corp)

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Extension Period. Subject to clause 6.9 Provided that (i) Tenant has not assigned the Lease, (ii) not more than 50% of the AgreementPremises are then subject to a sublease (whether the term of the sublease has commenced or is to be commenced thereafter), by and (iii) Landlord has not exercised its right to terminate this Lease in accordance with Section 17.24 hereof, then Tenant has the right to extend the Term of the Lease for one (1) five (5) year period (the "Extension Period") at a Base Rent equal to the Market Rent, and otherwise on the same terms and conditions as this Lease, except that there shall be no later further rights to extend the Term. The Market Rent shall be the rent set forth in a written notice from Landlord to Tenant given not less than seven eighteen (718) months prior to expiration of the end Term based on the rent for comparable renewal leases (in terms of Development Year 19length of term, provided space and other relevant factors) for "as-is" space for comparable space in the Agreement remains Boston area, except as set forth in full force and effect and Master Franchisee has issued the Extension Notice, following paragraphs of this Section. Tenant shall exercise the Parties will meet and use commercially reasonable efforts to agree upon a development plan option for the Extension Period. During the Extension Period, Master Franchisee will develop, build and operate, or license Franchisees to develop, build and operate, the number of Restaurants agreed upon by the Parties. If the Parties fail to reach agreement with respect to the number of Restaurants to be developed by Master Franchisees during the each Extension Period prior by written notice to Landlord not more than fifteen (15) months nor less than twelve (12) months before the commencement then expiration of the Term. At Landlord's option, Tenant's exercise of the option shall be effective only if, at the time of the notice and upon the effective date of the Extension Period, no uncured Event of Default shall then the number be outstanding. Tenant shall have twenty (20) business days after receipt of Restaurants open and operating at the end Landlord's notice of each Development Year during the Extension Period must increase Market Rent to notify Landlord that (net i) Tenant is contesting same, or (ii) Tenant is accepting Landlord's estimate of closuresMarket Rent. Tenant's failure to so notify Landlord within such twenty (20) as compared to the prior Development Year by a minimum business day period shall be deemed an acceptance of [****] Restaurants (each, an “Extension Period Target”). CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 3 Territory Map [****] CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4 Trademarks REGISTERED TRADEMARKS: CHINA Trademark Status Application Number Application Date Registration Number Registration Date Class BX XXX SI (POPEYES in Chinese) Registered 45170467 04/03/2020 45170467 11/14/2020 43 BX XXX SI (POPEYES in Chinese) Registered 45143379 04/03/2020 45143379 08/21/2021 35 BX XXX SI (POPEYES in Chinese) Registered 50076150 09/25/2020 50076150 12/14/2021 35 BX XXX SI (POPEYES in Chinese) Registered 49822654 09/17/2020 49822654 06/21/2022 30 POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 POPEYES (Stylized Standing Letters) Registered 45309347 04/10/2020 45309347 03/21/2022 43 POPEYES BX XXX SI (English & Chinese) Registered 56358667 05/25/2021 56358667 03/14/2022 43 POPEYES in Chinese (2 character mxxx) Registered 919293 12/21/1996 919293 12/21/1996 29 POPEYES in Chinese (2 character mxxx) Registered 95029456 03/21/1995 931831 01/14/1997 42 POPEYES in Chinese (3 character mxxx) Registered 960096471 08/23/1996 1091140 08/28/1997 29 POPEYES in Chinese (3 character mxxx) Registered 32700154 08/06/2018 32700154 04/14/2019 43 Poppy Standing Design Registered 56641238 06/03/2021 56641238 08/07/2022 43 Poppy Standing Design Registered 50791055 10/28/2020 50791055 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4A CORE MARKS POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 5 Permitted Existing Businesses Tim Hortons CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 6 Core Menu Items · Mild Bone-in Chicken · Spicy Bone-in Chicken · Mild Chicken Sandwich · Spicy Chicken Sandwich · Cajun Fries · Additional Sides (2) · Chicken Tenders · Chicken Nuggets · Seafood Offering (1) · At least 3 dipping sauces · Desserts (2) CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 7such

Appears in 1 contract

Samples: Lease (CMG Information Services Inc)

Extension Period. Subject to clause 6.9 (1) Provided no Event of Default is in existence under this Lease at the time of the Agreement, by no later than seven (7) months prior to the end exercise of Development Year 19, provided the Agreement remains in full force and effect and Master Franchisee has issued the Extension Notice, the Parties will meet Option or thereafter (through and use commercially reasonable efforts to agree upon a development plan for the Extension Period. During the Extension Period, Master Franchisee will develop, build and operate, or license Franchisees to develop, build and operate, the number of Restaurants agreed upon by the Parties. If the Parties fail to reach agreement with respect to the number of Restaurants to be developed by Master Franchisees during the Extension Period prior to including the commencement date of the Extension Period), then and provided that this Lease shall not theretofore have been terminated, Tenant shall have one (1) non- recurring option (the number "Extension Option") to extend the Expiration Date of Restaurants open the Lease Term for a period of five (5) consecutive years (the "Extension Period"). The Extension Period shall commence on the day following the Expiration Date determined under Section 2(A) [as the same may be extended pursuant to Section 10(c) of Exhibit B hereto] and operating at end on the end fifth (5th) anniversary of each Development Year during the scheduled Expiration Date determined under Section 2(A) [as the same may be extended pursuant to Section 10(c) of Exhibit B hereto]. The Extension Period shall be upon the same terms and conditions contained herein except that (A) the Rent payable in the Extension Period must increase shall be adjusted on the first (net 1st) day of closures) as compared to the prior Development Year by a minimum of [****] Restaurants (each, an “Extension Period Target”to equal one hundred percent (100%) of the then-prevailing fair market rental rate for the Premises (the "New Rental Rate"). CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv, and shall thereafter be subject to adjustment in accordance with the provisions of Section 3(B) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 3 Territory Map [****] CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(ivhereof and (B) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4 Trademarks REGISTERED TRADEMARKS: CHINA Trademark Status Application Number Application Tenant shall have no option to extend the Expiration Date Registration Number Registration Date Class BX XXX SI (POPEYES in Chinese) Registered 45170467 04/03/2020 45170467 11/14/2020 43 BX XXX SI (POPEYES in Chinese) Registered 45143379 04/03/2020 45143379 08/21/2021 35 BX XXX SI (POPEYES in Chinese) Registered 50076150 09/25/2020 50076150 12/14/2021 35 BX XXX SI (POPEYES in Chinese) Registered 49822654 09/17/2020 49822654 06/21/2022 30 POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 POPEYES (Stylized Standing Letters) Registered 45309347 04/10/2020 45309347 03/21/2022 43 POPEYES BX XXX SI (English & Chinese) Registered 56358667 05/25/2021 56358667 03/14/2022 43 POPEYES in Chinese (2 character mxxx) Registered 919293 12/21/1996 919293 12/21/1996 29 POPEYES in Chinese (2 character mxxx) Registered 95029456 03/21/1995 931831 01/14/1997 42 POPEYES in Chinese (3 character mxxx) Registered 960096471 08/23/1996 1091140 08/28/1997 29 POPEYES in Chinese (3 character mxxx) Registered 32700154 08/06/2018 32700154 04/14/2019 43 Poppy Standing Design Registered 56641238 06/03/2021 56641238 08/07/2022 43 Poppy Standing Design Registered 50791055 10/28/2020 50791055 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 4A CORE MARKS POPEYES Registered 93092432 09/29/1993 776871 01/28/1995 42 POPEYES Registered 16747981 04/20/2015 16747981 09/07/2016 29 POPEYES Registered 29535240 03/12/2018 29535240 07/21/2021 43 POPEYES Registered 37601383 04/18/2019 37601383 07/21/2022 43 POPEYES Registered 50039910 09/25/2020 50039910 08/14/2022 43 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 5 Permitted Existing Businesses Tim Hortons CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 6 Core Menu Items · Mild Bone-in Chicken · Spicy Bone-in Chicken · Mild Chicken Sandwich · Spicy Chicken Sandwich · Cajun Fries · Additional Sides (2) · Chicken Tenders · Chicken Nuggets · Seafood Offering (1) · At least 3 dipping sauces · Desserts (2) CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SCHEDULE 7of the Lease Term beyond the last day of the Extension Period.

Appears in 1 contract

Samples: Deed of Lease (Government Technology Services Inc)

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