Common use of Extension Term Clause in Contracts

Extension Term. The Term of this Lease of all of the Premises may be extended for the Extension Term by unconditional written notice from Tenant to Landlord at least twelve (12) (but not more than fifteen (15)) months before the end of the Initial Term, time being of the essence. If Tenant does not timely exercise this option, or if on the date of such notice or at the beginning of the Extension Term (i) an Event of Default by Tenant exists, or (ii) Tenant is not leasing sixty percent (60%) or more of the Premises, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transfer), at Landlord’s option upon written notice to Tenant, Tenant’s right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effect, Tenant shall have no further right to extend, and this Lease shall expire at the end of the Initial Term. If Tenant fails to timely exercise its rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to the Term shall mean the Initial Term as it may be extended by the Extension Term. The Extension Term shall be on all the same terms and conditions except that the Base Rent for the Extension Term shall be as set forth below.

Appears in 2 contracts

Sources: Lease Agreement (Keros Therapeutics, Inc.), Lease Agreement (Keros Therapeutics, Inc.)

Extension Term. The Term of this Lease of all (a) Provided (i) Tenant, an Affiliate, its Affiliated Funds and/or its Portfolio Companies (as such terms are hereinafter defined) is/are then occupying at least sixty-five percent (65%) of the Premises may be extended for Premises; and (ii) there is no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default (1) as of the date of the Extension Notice (hereinafter defined), and (2) at the commencement of the applicable Extension Term by unconditional written notice from Tenant to Landlord at least twelve (12hereinafter defined) (but not more than fifteen it being understood and agreed that if Tenant shall cure any default within applicable notice and/or cure periods, then Tenant shall thereafter be entitled to exercise such option), Tenant shall have the option to extend the Term for one (151) additional term of five (5) years (the “Extension Term”)) months before , commencing as of the end expiration of the Initial Term, or the prior Extension Term, as the case may be. Tenant must exercise such option to extend by giving Landlord written notice (the “Extension Notice’’) on or before the date that is thirteen (13) months prior to the expiration of the then-current term of this Lease, time being of the essence. If Tenant does not Upon the timely exercise this option, or if on the date giving of such notice or at notice, the beginning of the Extension Term (i) an Event of Default by Tenant existsshall, or (ii) Tenant is not leasing sixty percent (60%) or more of the Premises, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transfer), at Landlord’s option upon written notice subject to Tenant, Tenant’s right to withdraw the Extension Notice in accordance with Section 1.2(b) below, be deemed extended upon all of the terms and conditions of this Lease, except that Base Rent during the Extension Term shall be calculated in accordance with this Section 1.2, Landlord shall have no obligation to construct or renovate the Premises and Tenant shall have no further right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effectTerm. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend, and this Lease shall expire at extend the end of the Initial Term. If Tenant fails to Notwithstanding the fact that Tenant’s proper and timely exercise its rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver such option to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to extend the Term shall mean be self executing, the Initial parties shall promptly execute a lease amendment reflecting such Ext1nsion Term after Tenant exercises such option. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Section 1.2. (b) The Base Rent during the Extension Term (the “Extension Term Base Rent”) shall be determined in accordance with the process described hereafter. Extension Term Base Rent shall be the greater of (i) Base Rent for the last Rent Year of the prior term, or (ii) ninety-five percent (95%) of the fair market rental value of the Premises then demised to Tenant as of the commencement of the Extension Term as it may be extended by determined in accordance with the process described below, for leases of office space in the East Cambridge/▇▇▇▇▇▇▇ Square area of equivalent quality, size, utility and location, with the length of the Extension Term, the credit standing of Tenant and all other relevant factors to be taken into account. The Within thirty (30) days after receipt of the Extension Notice, Landlord shall deliver to Tenant written notice of its determination of the Extension Term shall be on all the same terms and conditions except that the Base Rent for the Extension Term. Tenant shall, within thirty (30) days after receipt of such notice, notify Landlord in writing (“Tenant’s Response Notice”) that either (A) Tenant elects to withdraw its Extension Notice, in which event the Lease shall expire on the Expiration Date, or (B) Tenant accepts Landlord’s determination of the Extension Term Base Rent, or (C) Tenant rejects Landlord’s determination of the Extension Term Base Rent. If Tenant fails timely to deliver Tenant’s Response Notice, Tenant shall be as set forth belowdeemed to have accepted landlord’s determination of the Extension Term Base Rent.

Appears in 2 contracts

Sources: Sublease (Praxis Precision Medicines, Inc.), Sublease (Praxis Precision Medicines, Inc.)

Extension Term. The Term of this Lease of all of the Premises may be extended for the Extension Term by unconditional written notice from Tenant to Landlord at least twelve nine (129) (but not more than fifteen twelve (1512)) months before the end of the Initial Term, time being of the essence. If Tenant does not timely exercise this option, or if on the date of such notice or at the beginning of the Extension Term (i) an Event of Default a default by Tenant exists, or (ii) Tenant is not leasing sixty one hundred percent (60100%) or more of the Premises, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transfer), at Landlord’s option upon written notice to Tenant, Tenant’s right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effect, Tenant shall have no further right to extend, and this Lease shall expire at the end of the Initial Term. If Tenant fails to timely exercise its rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to the Term shall mean the Initial [Initial] Term as it may be extended by the Extension Term. The Extension Term shall be on all the same terms and conditions except that the Base Rent for the Extension Term shall be as set forth below.

Appears in 2 contracts

Sources: Lease Agreement (Xenetic Biosciences, Inc.), Lease Agreement (Xenetic Biosciences, Inc.)

Extension Term. The Term of this Lease of all of the Premises may be extended for the each applicable Extension Term by unconditional (except for the Base Rent determination process as provided herein) written notice from Tenant to Landlord at least twelve (12) (but not more than fifteen eighteen (1518)) months before the end of the Initial Term or first (1st) Extension Term, as the case may be, time being of the essence. If Tenant does not timely exercise this such option, or if on the date of such notice or at the beginning of the applicable Extension Term (i) an uncured Event of Default by Tenant exists, or (ii) Tenant is not leasing sixty percent (60%) or more of the Premises, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transfer), at Landlord’s option upon written notice to Tenant, Tenant’s right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effect, Tenant shall have no further right to extend, and this Lease shall expire at the end of the Initial Term or first (1st) Extension Term, as the case may be. If Tenant fails to timely exercise its rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit affidavit, to the extent true, shall be binding on Tenant and may be conclusively relied on by third parties. All references to the Term shall mean the Initial Term as it may be extended by the an Extension Term. The Each Extension Term shall be on all the same terms and conditions except that the Base Rent for the applicable Extension Term shall be as set forth below.

Appears in 1 contract

Sources: Lease Agreement (Concert Pharmaceuticals, Inc.)

Extension Term. The Term of this Lease of (a) Provided that the following conditions (the “Extension Conditions”), any or all of the Premises which may be extended for waived by Landlord in its sole discretion, are satisfied: (i) Tenant, an Affiliate (hereinafter defined) and/or a Successor (hereinafter defined) is/are then occupying at least seventy-five percent (75%) of the Premises; and (ii) there is no Monetary Default (hereinafter defined) continuing beyond any applicable notice and cure period nor any Event of Default (1) as of the date of the Extension Notice (hereinafter defined), nor (2) at the commencement of the Extension Term (hereinafter defined), Tenant shall have the option to extend the Initial Term for one (1) additional term of five (5) years (the “Extension Term”), commencing as of the expiration of the Initial Term. Tenant must exercise such option to extend, if at all, by unconditional giving Landlord written notice from Tenant to Landlord at least (the “Extension Notice”) no earlier than fifteen (15) months and no later than twelve (12) (but not more than fifteen (15)) months before prior to the end expiration of the Initial Term, time being of the essence. If Notwithstanding the foregoing, Landlord may nullify Tenant’s exercise of its option to extend the Term by written notice to Tenant does not timely exercise this option, or (the “Nullification Notice”) if (A) on the date of such notice or at the beginning of Landlord receives the Extension Term (i) Notice, there is an event which, with the passage of time and/or the giving of notice, would constitute an Event of Default by Tenant exists, or hereunder and (iiB) Tenant is not leasing sixty percent (60%) or more fails to cure such default within the applicable cure period set forth in Section 20.1 after receipt of the PremisesNullification Notice. Upon the satisfaction of the Extension Conditions and the timely giving of the Extension Notice without a subsequent nullification by Landlord, the Term shall be deemed extended for the Extension Term upon all of the terms and conditions of this Lease, except that Base Rent during such Extension Term shall be calculated in accordance with this Section 1.2, Landlord shall have no obligation to construct or renovate the Premises (iiiwhich shall be taken into consideration when determining FMV (hereinafter defined)) and Tenant has made any Transfer under Article 13 (other than a Related Party Transfer), at Landlord’s option upon written notice to Tenant, Tenant’s shall have no further right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effectInitial Term. If Tenant fails to give a timely Extension Notice, as aforesaid, Tenant shall have no further right to extend, and this Lease shall expire at the end of extend the Initial Term. If Tenant fails to Notwithstanding the fact that Tenant’s proper and timely exercise its rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver such option to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to the Term shall mean extend the Initial Term as it may shall be extended by self-executing, the parties shall promptly execute a lease amendment reflecting such Extension Term after Tenant validly exercises its option. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Section 1.2. (b) The Base Rent during the Extension Term. The Term (the “Extension Term Base Rent”) shall be on all determined in accordance with the same terms and conditions except that process described hereafter. Extension Term Base Rent shall be the greater of (i) the Base Rent for the last Rent Year of the Initial Term, increased by three percent (3%) on the first day of such Extension Term and annually thereafter, or (ii) the fair market rental value of the Premises then demised to Tenant as of the commencement of the Extension Term as determined in accordance with the process described below, for renewals of office space in the ▇▇▇▇▇▇▇ Square area of equivalent quality, size, utility and location, with the length of the Extension Term, the credit standing of Tenant, and all other relevant factors to be taken into account, with market rate increases (the “FMV”). Within thirty (30) days after receipt of the Extension Notice, Landlord shall be as set forth below.deliver to Tenant written notice of its determination of the Extension Term Base Rent. Tenant shall, within thirty (30) days after receipt of such notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Extension Term Base Rent (“

Appears in 1 contract

Sources: Lease Agreement (Theseus Pharmaceuticals, Inc.)

Extension Term. The Term of this Lease of all of the Premises may be extended for the Extension Term by unconditional written notice from Tenant to Landlord at least twelve (12) (but not more than fifteen (15)) months before the end of the Initial Term, time being of the essence. If Tenant does not timely exercise this option, or if on the date of such notice or at the beginning of the Extension Term Provided that (i) an Event of Default by Tenant existsdoes not exist as of the commencement of the Extension Term (as defined below) or as of the date of Landlord’s receipt of the Extension Notice (as defined below), or (ii) Tenant neither the Expansion Rescission occurred nor the Expansion Termination Option is not leasing sixty percent (60%) or more of the Premises, or exercised in accordance with this Amendment and (iii) Tenant has made any Transfer under Article 13 not assigned the Lease (other excluding an assignment to a Permitted Transferee) or subleased more than fifty percent (50%) of the Premises (excluding a Related Party Transfersublease to a Permitted Transferee), at Landlord’s option upon written notice to Tenant, Tenant’s Tenant shall have the right to extend the Lease Term for one (1) period of this Lease shall irrevocably lapse and five (5) years (the “Extension Term”) by giving Landlord written notice of extension (the “Extension Notice”), which notice must be void and of no further force and effectreceived by Landlord not earlier than 18 months, Tenant shall have no further right nor later than 12 months, prior to extend, and this Lease shall expire at the end then-expiration date of the Initial Lease Term. If Tenant fails to timely exercise its rights hereunder, then within seven (7) days of Landlord’s request thereforif such extension becomes effective, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to the Term shall mean the Initial Term as it may be extended by the Extension Term. The Extension Lease Term shall be on all automatically extended upon the same terms and conditions as are applicable to the current Lease Term, except that the (x) Base Rent for the Extension Term shall be as set forth in subsection (b) below., and (y) there shall be no further right to extend or renew the Lease Term beyond the Extension Term. The right of extension provided under this section is personal to Genocea Biosciences, Inc. (or any of its Permitted Transferees) and is not exercisable by any subtenant or assignee permitted under this Lease. 80333389_1

Appears in 1 contract

Sources: Lease (Genocea Biosciences, Inc.)

Extension Term. The Term of Provided that the Tenant has not been in uncured default and is not in default at the time it sends Tenant’s Notification, and has not assigned this Lease of all of the Premises may be extended for the Extension Term by unconditional written notice from Tenant to Landlord at least twelve (12) (but not more than fifteen (15)) months before the end of the Initial Term, time being of the essence. If Tenant does not timely exercise this option, or if on the date of such notice or at the beginning of the Extension Term (i) an Event of Default by Tenant exists, or (ii) Tenant is not leasing sixty percent (60%) or more of the Premises, or (iii) Tenant has made any Transfer under Article 13 (entity other than a Related Party Transfer)Permitted Transferee, at Landlord’s the Tenant shall have the option upon written notice to Tenant, Tenant’s right to extend the Term of this the Lease shall irrevocably lapse for the additional period designated in C(ii) of the Preamble, commencing on the day following the expiration of the Term or the first Extension Period, as the case may be (collectively, the “Extension Periods” and be void and of no further force and effect, each an “Extension Period”). The Tenant shall have no further right notify the Landlord in writing of its intention to exercise the Option to extend at least [REDACTED: TIME PERIOD] prior to the expiry date of the Term or of the first Extension Period, as the case may be (the “Tenant’s Notification”). The Extension Periods will run on the same terms and conditions as those set out in the Lease, with the exception of (i) the Minimum Rent payable during the Extension Periods, which will be the fair market price for comparable premises in a comparable building in the same area, taking into consideration all leasing inducements; such as (a) the Free Rent Period, (b) the Allowance; (ii) this option to extend, under this Section 3.2, with respect to the applicable Extension Period shall no longer be applicable; and this (iii) the Tenant will accept the Leased Premises in their “as-is” condition. If the parties cannot agree on the Minimum Rent no later than [REDACTED: TIME PERIOD] prior to the commencement of the first or the second Extension Period as the case may be, the Lease shall expire terminate and the Tenant shall vacate the Leased Premises at the end of the Initial TermTerm or of the first Extension Period, as the case may be. If Tenant fails to timely exercise its rights hereunderNotwithstanding the foregoing, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit there shall be binding on Tenant no tacit renewal of the Lease. This Section 3.2 is personal to Theratechnologies Inc. and may any Permitted Transferee and cannot otherwise be conclusively relied on by third parties. All references to the Term shall mean the Initial Term as it may be extended by the Extension Term. The Extension Term shall be on all the same terms and conditions except that the Base Rent for the Extension Term shall be as set forth belowtransferred or assigned in any way.

Appears in 1 contract

Sources: Office Lease Agreement (Theratechnologies Inc.)

Extension Term. The Term of this Lease of all of the Premises may be extended for the Extension Term by unconditional written notice from Tenant to Landlord at least twelve (12) (but not more than fifteen (15)) months before the end of the Initial Term, time being of the essence. If Tenant does not timely exercise this option, or if on the date of such notice or at the beginning of the Extension Term Provided (i) an Event of Default by Tenant exists, or that the Lease shall be in full force and effect; (ii) Tenant is not leasing sixty percent that, except for a “Corporate Transfer” (60%) or more of the Premises, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transferas defined below), at Landlord’s option upon written notice to Tenant, Tenant’s right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effect, Tenant shall have no further right to extendnot assigned the Lease or sublet more than thirty percent (30%) of the rentable area of the Demised Premises; and (iii) that Tenant is not in default under this Lease beyond the expiration of any applicable notice and cure period, then, and this Lease only in such event, Tenant shall expire have the right, at Tenant’s sole option, to extend the end term of the Initial Lease for one (1) additional period of five (5) years (the “Extension Term”). If Such extension option shall be exercisable by Tenant giving written notice of the exercise of such extension option to Landlord no later than three hundred sixty five (365) days prior to the expiration of the Lease Term and not earlier than four hundred fifty five (455) days prior to the expiration of the Lease Term; provided, however, in the event Tenant fails to timely exercise its such option to extend during the aforesaid time period, such extension option shall become null and void and all rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant with respect thereto shall execute automatically terminate and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to the Term shall mean the Initial Term as it may be extended by the Extension Termexpire. The Extension Term shall be on all upon the same terms terms, covenants and conditions as set forth herein with respect to the Lease Term, except that the Base Annual Rent shall be adjusted for the Extension Term to the fair market rental for renewal leases in laboratory buildings in the North Rockville submarket after factoring in all prevailing fair market concessions, and the then existing build out of the Demised Premises. In the event that the parties do not, within sixty (60) days after the date that Tenant exercises its extension option, agree upon the fair market rent for the Demised Premises and enter into an amendment of the Lease setting forth the Base Annual Rent payable during the Extension Term and prevailing fair market concessions, then the Base Annual Rent and prevailing fair market concessions shall be as set forth determined in accordance with Section 3(f) below.

Appears in 1 contract

Sources: Lease Agreement (Opgen Inc)

Extension Term. The Term of this Lease of all of the Premises may be extended for the Extension Term by unconditional (except for the Base Rent determination process as provided herein) written notice from Tenant to Landlord at least twelve nine (129) (but not more than fifteen (15)) months before the end of the Initial Term, time being of the essence. If Tenant does not timely exercise this option, or if on the date of such notice or at the beginning of the Extension Term (i) an uncured Event of Default by Tenant exists, or (ii) Tenant is not leasing sixty percent (60%) or more of the Premises, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transfer), at Landlord’s option upon written notice to Tenant, Tenant’s right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effect, Tenant shall have no further right to extend, and this Lease shall expire at the end of the Initial Term. If Tenant fails to timely exercise its rights hereunder, then within seven ten (710) days of Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to the Term shall mean the Initial Term as it may be extended by the Extension Term. The Extension Term shall be on all the same terms and conditions except that the Base Rent for the Extension Term shall be as set forth below.

Appears in 1 contract

Sources: Lease Agreement (Synageva Biopharma Corp)

Extension Term. The Term of this Lease of all (a) Provided that the following conditions, which may be waived by Landlord in its sole discretion, are satisfied (i) Tenant, an Affiliated Entity (hereinafter defined) and/or a Successor (hereinafter defined) is/are then occupying one hundred percent (100%) of the Premises may be extended for Premises; and (ii) no Event of Default nor an event which with the passage of time and/or the giving of notice would constitute an Event of Default has occurred (A) as of the date of the Extension Notice (hereinafter defined) and (B) at the commencement of the Extension Term (hereinafter defined), Tenant shall have the option to extend the Term for one (1) additional term of five (5) years (the “Extension Term”), commencing as of February 1,2024 and expiring as of January 31, 2029. Tenant must exercise such option to extend, if at all, by unconditional giving Landlord written notice from Tenant to Landlord at least twelve (12the “Extension Notice”) (but not more than fifteen (15)) months on or before the end of the Initial TermFebruary 1, 2023, time being of the essence. If Tenant does not Upon the timely exercise this option, or if on the date giving of such notice or at notice, the beginning Term shall be deemed extended upon all of the terms and conditions of this Lease, except that Base Rent during the Extension Term (i) an Event of Default by shall be calculated in accordance with this Section 1.2 below, Landlord shall have no obligation to construct or renovate the Premises and Tenant exists, or (ii) Tenant is not leasing sixty percent (60%) or more of the Premises, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transfer), at Landlord’s option upon written notice to Tenant, Tenant’s shall have no further right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effectTerm, If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend, and this Lease shall expire at extend the end of the Initial Term. If Tenant fails to Notwithstanding the fact that Tenant’s proper and timely exercise its rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver such option to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to extend the Term shall mean be self-executing, the Initial parties shall promptly execute a lease amendment confirming such Extension Term after Tenant exercises such option. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Section 1.2. (b) The Base Rent during the Extension Term (the “Extension Term Base Rent”) shall be determined in accordance with the process described hereafter. Extension Term Base Rent shall be the fair market rental value of the Premises then demised to Tenant as of the commencement of the Extension Term as it may be extended by determined in accordance with the process described below, for renewals of combination laboratory and office space in the vicinity of equivalent quality, size, utility and location, with the length of the Extension Term. The , the credit standing of Tenant, the condition of the Property, Premises, Storage Premises and PH System Premises, and all other relevant factors to be taken into account, Within thirty (30) days after receipt of the Extension Notice, Landlord shall deliver to Tenant written notice of its determination of the Extension Term shall be on all the same terms and conditions except that the Base Rent for the Extension Term. Tenant shall, within thirty (30) days after receipt of such notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Extension Term Base Rent (“Tenant’s Response Notice”). If Tenant fails timely to deliver Tenant’s Response Notice, Landlord’s determination of the Extension Term Base Rent shall be as binding on Tenant, (c) If and only if Tenant’s Response Notice is timely delivered to Landlord and indicates both that Tenant rejects Landlord’s determination of the Extension Term Base Rent and desires to submit the matter to arbitration, then the Extension Term Base Rent shall be determined in accordance with the procedure set forth belowin this Section 1.2(c). In such event, within ten (10) days after receipt by Landlord of Tenant’s Response Notice indicating Tenant’s desire to submit the determination of the Extension Term Base Rent to arbitration, Tenant and Landlord shall each notify the other, in writing, of their respective selections of an appraiser (respectively, “Landlord’s Appraiser” and “Tenant’s Appraiser”). Landlord’s Appraiser and Tenant’s Appraiser shall then jointly select a third appraiser (the “Third Appraiser”) within ten (10) days of their appointment. All of the appraisers selected shall be individuals with at least five (5) consecutive years’ commercial appraisal experience in the area in which the Premises are located, shall be members of the Appraisal Institute (M.A.I.), and, in the case of the Third Appraiser, shall not have acted in any capacity for either Landlord or Tenant or any affiliate of Landlord or Tenant within five (5) years of his or her selection. The three appraisers shall determine the Extension Term Base Rent in accordance with the requirements and criteria set forth in Section 1.2(b) above, employing the method commonly known as “Baseball Arbitration”, whereby Landlord’s Appraiser and Tenant’s Appraiser each sets forth its determination of the Extension Term Base Rent as defined above, and the Third Appraiser must select one or the other (it being understood that the Third Appraiser shall be expressly prohibited from selecting a compromise figure). Landlord’s Appraiser and Tenant’s Appraiser shall deliver their determinations of the Extension Term Base Rent to the Third Appraiser within five (5) days of the appointment of the Third Appraiser and the Third Appraiser shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Extension Term Base Rent. The Third Appraiser’s decision shall be binding on both Landlord and Tenant. Each party shall bear the cost of its own appraiser and the cost of the Third Appraiser shall be paid by the party whose determination is not selected.

Appears in 1 contract

Sources: Consent to Sublease (Compass Therapeutics, Inc.)

Extension Term. The Term of this Lease of all of the Premises may be extended for three (3) additional one (1) year periods (any of such one (1) year period, an “Extension Term;” together, the Extension Term Terms”) by unconditional written notice from Tenant to Landlord at least twelve (12) (but not more than fifteen (15)) months before the end of the Initial Term, or the respective Extension Term, as applicable, time being of the essence. If Tenant does not timely exercise this option, or if on the date of such notice or at the beginning of the applicable Extension Term (i) an Event of Default by Tenant a monetary default exists, or (ii) Tenant is not leasing sixty percent (60%) or more of the Premisesa non-monetary default beyond any applicable notice and cure periods exists, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transfer), at Landlord’s option upon written notice to Tenantsublet in excess of 25% of the Premises, Tenant’s right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effectlapse, Tenant shall have no further right to extend, and this Lease shall expire at the end of the Initial Term or applicable Extension Term. If In the event that Tenant fails exercises its right to timely exercise its rights hereunder, then within seven (7) days of Landlord’s request thereforextend the Term pursuant to this Section 3.03, Tenant shall execute deposit with Landlord upon the commencement of the applicable Extension Term an amount sufficient to provide Landlord, together with amounts then being held by Landlord as the Security Deposit, with a Security Deposit equal to four (4) months of the then-applicable Base Rent and deliver to Landlord a certification, in recordable form, confirming four (4) months of the then-applicable estimate of Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiverPro Rata Share of Total Operating Costs, which affidavit aggregate amount shall continue to be binding on Tenant and may be conclusively relied on by third partiesheld as a Security Deposit pursuant to Article 15 of this Lease. All references to the Term shall mean the Initial Term as it may be extended by the applicable Extension TermTerms. The Extension Term Terms shall be on all the same terms and conditions except that the Base Rent for the respective Extension Term shall be as set forth below.

Appears in 1 contract

Sources: Industrial Real Estate Lease (Alexion Pharmaceuticals Inc)

Extension Term. The (a) Licensee shall have the right to obtain three (3) additional successive but independent extension terms of twenty (20) years each (each, an “Extension Term”). Unless waived by Licensor in its sole discretion, Licensee must meet the following conditions in order to obtain each Extension Term: (i) Licensee must provide Licensor with notice of its desire to obtain the applicable Extension Term not later than December 31, 2088 for the first Extension Term, not later than December 31, 2108 for the second Extension Term, and not later than December 31, 2128 for the third Extension Term, which notice shall be non-revocable; (ii) Licensee shall not then be in a continuing event of default pursuant to the provisions of Section 17.2 of this Lease Agreement at the time each notice set forth in subsection (i) above is given and when the applicable Extension Term is set to commence; and (iii) the aggregate Gross Sales Price for the sale of all Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects (each, the “Actual Aggregate GSP”) during the prior twenty (20) years immediately preceding the last day of the Premises Initial Term or any Extension Term, as applicable (each, an “Extension Test Period”) must not be less than one billion dollars ($1,000,000,000) as adjusted by the CPI Index at the expiration of the Initial Term for the first Extension Term, at the expiration of the first Extension Term for the second Extension Term, and at the expiration of the second Extension Term for the third Extension Term (each, a “Target Aggregate GSP”). Any applicable Target Aggregate GSP as set forth herein shall be replaced if applicable in this Section 4.2(a) by the Adjusted Target Aggregate GSP if any, determined as set forth in Section 4.2(c) below. (b) In the event Licensee provides notice to obtain an applicable Extension Term but then fails to satisfy condition (iii) of Section 4.2(a) above (and the other conditions have been either met or waived) Licensee shall be required to pay an Extension Fee (as defined below). Licensor shall calculate the amount of any shortfall for an Extension Test Period utilizing the formula set forth in Section 2.3(b) of this Agreement. The sum of the Initial Sale Shortfall Amount and the Re-Sales Shortfall Amount for the prior twenty (20) calendar year period immediately preceding the last day of any Extension Test Period shall be collectively referred to for any Extension Term as the “Extension Fee.” Extension Fees, if any, shall be paid in six (6) equal installments, with the first installment due within ten (10) Business Days after the calculations to determine the Extension Fee for the applicable Extension Test Period are finalized, and the remaining five (5) installments paid on the next five (5) anniversaries of the payment of the first installment for the applicable period. Licensee may prepay any Extension Fee without penalty. If Licensee fails to pay any installment when the same becomes due and payable, then Licensor may issue a notice to Licensee with respect to such failure. Licensee shall have thirty (30) days following Licensee’s receipt of such notice to cure the failure to pay. If Licensee fails to cure any payment failure within such thirty (30) day period, then the entire outstanding amount of the Extension Fee shall become due and payable. Without limiting any other remedies that may be extended available to Licensor under this Agreement or otherwise, in the event of an uncured default by Licensee of its payment of an installment of an Extension Fee, Licensor may declare that the Term shall immediately terminate at any time after the expiration of the applicable cure period by delivering notice to Licensee. (c) The Target Aggregate GSP shall be reduced for any Extension Test Period, as applicable, by an amount determined at the time of calculation which is equal to the following fraction, (i) the numerator of which is the total number of Shared Ownership Units in Shared Ownership Projects which were rejected by Licensor pursuant to Section 5.2(b)(ii) or Section 5.2(b)(iii) of this Agreement and subsequently developed by Licensee as Unbranded Shared Ownership Projects during the applicable Extension Term by unconditional written notice from Tenant to Landlord at least twelve (12) Test Period (but not more than fifteen on account of a rejection based on the location for such proposed new shared ownership project being within a Disclosed Territorial Restriction); provided, however, all such rejections must have been made after the complete New Project Application of such proposed new shared ownership project has been submitted in good faith and the related New Project Application Fee has been paid in full; and (15)ii) months before the end denominator of which is the sum of (I) 109, plus (II) the total number of Shared Ownership Units in all approved New Projects as of the Initial Term, time being date of determination. The resulting fraction shall be multiplied by the then Target Aggregate GSP and the product thereof shall be subtracted from such Target Aggregate GSP to determine an adjusted Target Aggregate GSP (“Adjusted Target Aggregate GSP”). (d) Commencing on the earliest of the essence. If Tenant following occurrences: (i) Licensee does not timely exercise this optiondeliver notice of its desire to obtain an applicable Extension Term, (ii) Licensee delivers notice of its desire to not obtain an applicable Extension Term, or if (iii) Licensee does not pay any installment of the applicable Extension Fee within the applicable cure period; then, notwithstanding anything in this Agreement to the contrary, commencing on the date of such notice or at occurrence and continuing until the beginning expiration of the Extension Term, Licensor and its Affiliates shall be permitted to conduct any aspect of the Licensed Shared Ownership Business and use any and all of the Licensor Intellectual Property, the Branded Elements and the System in connection therewith. Notwithstanding the foregoing, Licensor and its Affiliates shall be prohibited from selling Licensed Shared Ownership Products or generating any revenue directly related to the sale of Licensed Shared Ownership Products until the earlier of (x) the expiration of the Term (i) an Event of Default by Tenant exists, or (iiy) Tenant is not leasing sixty percent (60%) or more the expiration of the Premises, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transfer), at Landlord’s option upon written notice to Tenant, Tenant’s right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effect, Tenant shall have no further right to extend, and this Lease shall expire at the end of the Initial Term. If Tenant fails to timely exercise its rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to the Term shall mean the Initial Term as it may be extended by the Extension Term. The Extension Term shall be on all the same terms and conditions except that the Base Rent for the Extension Term shall be as set forth belowExclusivity Period.

Appears in 1 contract

Sources: Master License Agreement (Interval Leisure Group, Inc.)

Extension Term. The Term of this Lease of (a) Provided that the following conditions (the “Extension Conditions”), any or all of the Premises which may be extended for waived by Landlord in its sole discretion, are satisfied: (i) Tenant, an Affiliate (hereinafter defined) and/or a Successor (hereinafter defined) is/are then occupying one hundred percent (100%) of the Premises; and (ii) there is no Event of Default (hereinafter defined) (1) as of the date of the Extension Notice (hereinafter defined), and (2) at the commencement of the Extension Term (hereinafter defined), Tenant shall have the option to extend the Initial Term for one (1) additional term of three (3) years (the “Extension Term”), commencing as of the expiration of the Initial Term. Tenant must exercise such option to extend, if at all, by unconditional giving Landlord written notice from Tenant to Landlord at least (the “Extension Notice”) not earlier than twelve (12) months and no later than nine (but not more than fifteen (15)9) months before prior to the end expiration of the Initial Termthen-current term of this Lease, time being of the essence. If Notwithstanding the foregoing, Landlord may nullify Tenant’s exercise of its option to extend the Term by written notice to Tenant does not timely exercise this option, or (the “Nullification Notice”) if (A) on the date of such notice or at the beginning of Landlord receives the Extension Term (i) Notice there is an event which, with the passage of time and/or the giving of notice, would constitute an Event of Default by Tenant exists, or hereunder and (iiB) Tenant is not leasing sixty percent (60%) or more fails to cure such default within the applicable cure period set forth in Section 18.1 after receipt of the PremisesNullification Notice. Upon the satisfaction of the Extension Conditions and the timely giving of the Extension Notice without a subsequent nullification by Landlord, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transfer), at Landlord’s option the Initial Term shall be deemed extended upon written notice to Tenant, Tenant’s right to extend all of the Term terms and conditions of this Lease Lease, except that Base Rent during the Extension Term shall irrevocably lapse and be void and of no further force and effectcalculated in accordance with this Section 1.2. If Tenant fails to give a timely Extension Notice, as aforesaid, Tenant shall have no further right to extendextend the Initial Term. Notwithstanding the fact that Tenant’s proper and timely exercise of such option to extend the Initial Term shall be self-executing, the parties shall promptly execute a lease amendment reflecting such Extension Term after Tenant validly exercises its option. The execution of such lease amendment shall not be deemed to waive any Event of Default or any an event which, with the passage of time and/or the giving of notice, would constitute an Event of Default hereunder. (b) The Base Rent during the first Rent Year of the Extension Term (the “Extension Term RY1 Base Rent”) shall be determined in accordance with the process described hereafter. Extension Term RY1 Base Rent shall be the greater of (i) one hundred two and this Lease shall expire at one-half percent (102.5%) of Base Rent for the end last Rent Year of the Initial Term. If , or (ii) the fair market rental value of the Premises then demised to Tenant fails to timely exercise its rights hereunder, then within seven (7) days as of Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to the Term shall mean the Initial Term as it may be extended by commencement of the Extension Term, as determined in accordance with the process described below, for renewals of office space in the East Cambridge/ ▇▇▇▇▇▇▇ Square area of equivalent quality, size, utility and location, with the length of the Extension Term, the credit standing of Tenant and all other relevant factors to be taken into account. The Within thirty (30) days after receipt of the Extension Notice, Landlord shall deliver to Tenant written notice of its determination of the Extension Term shall be on all the same terms and conditions except that the RY1 Base Rent for the Extension Term. Tenant shall, within fifteen (15) days after receipt of such notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Extension Term shall be as set forth below.RY1 Base Rent (“

Appears in 1 contract

Sources: Lease Agreement (Black Diamond Therapeutics, Inc.)

Extension Term. The Term of this Lease of all of the Premises may be extended for the Extension Term by unconditional written notice from Tenant to Landlord at least twelve nine (129) (but not more than fifteen (15)) months before the end of the Initial Term, time being of the essence. If Tenant does not timely exercise this option, or if on the date of such notice or at the beginning of the Extension Term (i) an Event of Default a default by Tenant exists, or (ii) Tenant is not leasing sixty one hundred percent (60100%) or more of the Premises, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transfer)13, at Landlord’s option upon written notice to Tenant, Tenant’s right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effect, Tenant shall have no further right to extend, and this Lease shall expire at the end of the Initial Term. If Tenant fails to timely exercise its rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to the Term shall mean the Initial Term as it may be extended by the Extension Term. The Extension Term shall be on all the same terms and conditions except that the Base Rent for the Extension Term shall be as set forth below.

Appears in 1 contract

Sources: Lease Agreement (Cyteir Therapeutics, Inc.)

Extension Term. The Provided that the following conditions, which may be waived by Sublandlord in its sole discretion, are satisfied (i) Subtenant has not assigned its interest in this Sublease nor sublet any of the Subleased Space to anyone other than an Affiliated Entity and/or a Successor; and (ii) no uncured Event of Default exists (1) as of the date of the Extension Notice (hereinafter defined), and (2) at the commencement of the applicable Extension Term (hereinafter defined), and subject to Sublandlord’s consent to such extension as set forth in this Section 21, Subtenant shall have the option to extend the Term of this Lease Sublease for a single additional term of all either six (6) months or one (1) year (such elected term length, the “Extension Term”), commencing as of the Premises may be extended expiration of the initial Term. Subtenant must exercise such option to extend (including its election to extend for the Extension Term either six (6) months or one (1) year), if at all, by unconditional giving Sublandlord written notice from Tenant to Landlord at least (the “Extension Notice”) on or before the date that is six (6) months but not more than twelve (12) (but not more than fifteen (15)) months before prior to the end expiration of the Initial Termthen current Term of this Sublease, time being of the essence. If Tenant does not timely exercise this option, or if on the date Sublandlord shall have ten (10) days from receipt of such notice or at the beginning of Subtenant’s Extension Notice with which to either (i) confirm Subtenant’s extension for the Extension Term for either six (i6) an Event of Default by Tenant existsmonths or one (1) year, or (ii) Tenant is not leasing sixty percent in the event Subtenant elects to extend for one (60%1) year, to deny Subtenant’s extension for the additional six (6) months (which denial may be provided in Sublandlord’s sole discretion), in which event the Extension Term shall be automatically reduced to six (6) months. Upon the timely giving of such notice by Sublandlord, the Term shall be deemed so extended, for one (1) year or more six (6) months, as so specified by Sublandlord, upon all of the Premisessame terms and conditions of this Sublease, or (iii) Tenant has made any Transfer under Article 13 (other than a Related Party Transfer)Base Rent, at Landlord’s option upon written notice which shall be 103% of the Base Rent in existence as of the initial Termination Date. If Subtenant fails to Tenantgive timely notice, Tenant’s right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effectas aforesaid, Tenant Subtenant shall have no further right to extend, and this Lease shall expire at extend the end of the Initial Term. If Tenant Sublandlord fails to give timely notice in response to the Extension Notice, as aforesaid, this Sublease shall be so extended for the either six (6) month or one (1) year period as set forth in Subtenant’s Extension Notice. Notwithstanding the fact that Subtenant’s proper and timely exercise its rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver such option to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to extend the Term shall mean be self-executing, the Initial parties shall promptly execute a sublease amendment reflecting such Extension Term as it may be extended by after Subtenant exercises such option and to the Extension Termextent Sublandlord provides its consent. The Extension Term execution of such sublease amendment shall not be on all deemed to waive any of the same terms and conditions except that the Base Rent for the Extension Term shall be as set forth belowto Subtenant’s exercise of its rights under this Section 21.

Appears in 1 contract

Sources: Sublease Agreement (Frequency Therapeutics, Inc.)

Extension Term. The Term of this Lease of all of the Premises may be extended for the Extension Term by unconditional written notice from Tenant to Landlord at least twelve (12) (but not more than fifteen (15)) months before the end of the Initial Term, time being of the essence. If Tenant does not timely exercise this option, or if on the date of such notice or at the beginning of the Extension Term (i) an Event of Default a default by Tenant exists, or (ii) Tenant is not leasing sixty occupying seventy-five percent (6075%) or more of the Premises, or (iii) Tenant has made any Transfer under Article 13 not subleased more than twenty-five percent (other than a Related Party Transfer)25%) of the Premises, at Landlord’s option upon written notice to Tenant, Tenant’s right to extend the Term of this Lease shall irrevocably lapse and be void and of no further force and effect, Tenant shall have no further right to extend, and this Lease shall expire at the end of the Initial Term. If Tenant ▇▇▇▇▇▇ fails to timely exercise its rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant▇▇▇▇▇▇’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. All references to the Term shall mean the Initial Term as it may be extended by the Extension Term. The Extension Term shall be on all the same terms and conditions except that the Base Rent for the Extension Term shall be as set forth below.

Appears in 1 contract

Sources: Lease Agreement (Curis Inc)