Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.
Appears in 3 contracts
Sources: Commercial Lease (Tecogen Inc.), Commercial Lease (Tecogen Inc.), Commercial Lease (Tecogen Inc)
Option to Extend. On (a) Provided that Landlord has not given Tenant notice of default more than two (2) times following the conditions (which conditions LESSOR may waivedate of execution of this Amendment, at its election, and there then exists no event of default by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations Tenant under the Lease beyond applicable nor any event that with the giving of notice and cure periodsand/or the passage of time would constitute an event of default, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right and option to extend the term hereof (the “Option to Extend”) Term for one (1) additional term period of five years, ending on March 31, 2019 sixty (the “Extension Period’), to commence immediately upon the expiration of the then current term60) months. LESSEE may Tenant shall exercise such Option to Extend this right by giving Landlord prior written notice to LESSOR notice, not sooner than fifteen (the “Extension Notice”15) on or before the date which no less nor later than twelve (12) months prior in advance of then scheduled expiration of the Term, of Tenant’s election to extend the Term. The parties agree that time is of the essence and that this option is personal to Tenant and is non-transferable to any assignee or sublessee (regardless of whether any such assignment or sublease was made with or without Landlord’s consent) or other party.
(b) Such extension shall be under the same terms and conditions as provided in the Lease except that: (1) the Minimum Annual Rent payable by Tenant shall be at the then fair market value (and in no event less than the Minimum Annual Rent payable during the immediately preceding Term) and (2) upon exercise of the option to extend, there shall be no further options to extend.
(c) For the purposes of this Lease, the term “fair market value” shall mean Landlord’s reasonable determination of fair market value of rent for office/laboratory/warehouse buildings in the Eagleview Corporate Center. Landlord shall notify Tenant in writing within thirty (30) days after Tenant’s exercise of its option to extend as to Landlord’s determination of such fair market value rent. Tenant shall execute a lease renewal agreement in form prescribed by Landlord and reasonably acceptable to Tenant utilizing such determination of fair market value within twenty (20) days after Tenant’s receipt of Landlord’s notice; if Tenant does not exercise its option to extend by the date set forth above, or having exercised its option, does not execute a lease renewal agreement within the time period required above, Tenant shall be deemed to have revoked its option to extend, and the Lease shall terminate, without further options to extend, at the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.
Appears in 3 contracts
Sources: Lease Agreement (Castle Creek Biosciences, Inc.), Lease Agreement (Castle Creek Biosciences, Inc.), Lease Agreement (Fibrocell Science, Inc.)
Option to Extend. On Tenant is granted an option to extend the term of the Lease Agreement for one (1) additional three (3) year period. The extensions described in this Addendum are personal to Tenant and may not be assigned, voluntarily or involuntarily, separate from or as part of the Lease. Such extension shall be on the same terms and conditions as provided in the Lease Agreement with the exception of Base Monthly Rent. The initial Base Monthly Rent for the extension period shall be equal to the fair market rental for the Leased Premises as of the date six (which conditions LESSOR 6) months prior to the commencement of the applicable expiration period or on or about the date of the final determination by the arbitrators (set forth below), whichever is higher; however, the initial Base Monthly Rent for the applicable extension period shall not be less than the Base Monthly Rent plus three percent (3%) as of the expiration of the initial Lease Term. The fair market rental shall be determined (a) without consideration for the particular use of the Leased Premises by Tenant but shall be for the permitted use of the Lease Premises, (b) shall take into consideration all Leasehold Improvements that are the property of Landlord or that would become the property of Landlord upon expiration or termination of the Lease (upon Landlord’s election for the same), (c) shall take into consideration any concessions that may waivethen be offered for similar properties (i.e. free rent, at its electiontenant improvement allowances, by written notice etc.), and (d) without discount for the fact that no leasing commissions shall be paid. The Base Monthly Rent for each extension period shall be subject to LESSEE at any timethree percent (3%) annual increases. It shall be a condition precedent to the exercise of this option that LESSEE is Tenant shall not be in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of Agreement at the time of exercise of the Option option for the applicable extension period. If Tenant elects to Extendexercise this option, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend said option only by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no actually received by Landlord not less than twelve three hundred sixty-five (12365) months days prior to the expiration date of the then current initial Lease Term. Such Extension Period The burden of actual delivery of such notice is on the Tenant. In the event Tenant exercises the option hereunder, Tenant shall, within a period of one hundred fifty (150) days and one hundred eighty (180) days prior to the expiration date of the initial Lease Term, deliver to Landlord, Tenant’s opinion of the fair market rental value, as set forth above, and Tenant’s support for such figure (i.e. comparable lease information). Landlord shall be thereafter promptly communicate with Tenant as to Landlord’s response to Tenant’s opinion as to the rental value and the parties shall thereafter promptly meet and endeavor to agree upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for rental of the Leased Premises. In no eventIf the rental for the applicable extension period has not been agreed upon, howeveras set forth above, shall at least One Hundred Twenty (120) days prior to the Base Rent be less than commencement of said extension period (“Initial Meeting Period”), then the then-current Base Rent at the expiration determination of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises rental shall be agreed upon by LESSOR and LESSEE; providedpromptly submitted to arbitration. Tenant shall select, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of the Initial Meeting Period, referred to above, a licensed real estate agent with at least five years commercial experience in the City in which the Leased Premises are located involving properties similar to the Property under this Lease. Tenant shall provide to Landlord (a) the name, address, company affiliation, and phone number of such agent (b) and a list of the agents qualifications, and (c) a statement that Landlord has fifteen (15) days to nominate Landlord’s own agent, in writing, within such fifteen (15) day period such that such information is actually received by Landlord within such time period. Landlord shall have a period of fifteen (15) days after actual receipt of Tenant’s information, as set forth above, to nominate it’s own agent. Thereafter, said agents shall meet for the purpose of determining the rental, as set forth above, for the applicable extension period. If Tenant fails to so nominate an agent and provide the notice, as set forth above, the Landlord’s reasonable opinion of value shall be the rental value for the applicable extension term. If Landlord fails to nominate an agent, as set forth above, Tenant shall provide to Landlord a written notice setting forth that Tenant’s agent shall determine the rental value if Landlord does not nominate an agent within fifteen (15) additional days. Such notice must be actually received by Landlord before the fifteen (15) days commences to run. If Landlord thereupon fails to so select an agent, the one agent retained by Tenant shall set the fair market rental. If the two agents do not agree upon the rent, as set forth above, within thirty (30) day perioddays of their selection, LESSOR and LESSEE shall each select an appraiserthey shall, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of thereafter, select a third agent with the date qualifications, referred to above, and if they do not so agree on which such appraisers have been appointeda third agent, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser third arbitrator shall be appointed by the American Institute presiding judge of Appraisersthe Superior Court in the County in which the Leased Premises are located. Tenant shall be required to petition such Court within ten (10) days of the expiration date of the time for the selection of the third agent, as set forth above, requesting the earliest possible determination by the Court. At Landlord’s election, such petition shall be on an ex parte basis with notice and opportunity by Landlord to attend such hearing. The Tenant’s failure to so petition the Court, as set forth herein and within the time period set forth herein, shall void the Tenant’s option exercise. The three agents shall determine whether Landlord’s value or Tenant’s value is closest to the fair market rental, as set forth above, within a thirty (30) day period of the appointment of the third agent and if they cannot agree upon the same, as set forth above, the third agent shall select the fair market rental value as determined by either Landlord’s agent or Tenant’s agent which most closely reflects the fair market rental value as determined by the third agent. Each party shall bear the cost of the appraiser selected by such party, pay his own agent and the cost of the third appraiser agent, if necessary, shall be shared equally paid by LESSOR the Tenant. The determination shall be signed by both parties and LESSEEshall thereupon become a part of the Lease Agreement. If the three appraisers are unable Base Monthly Rent for the applicable extension period has not been determined as of the commencement of the applicable extension period, Tenant shall pay an estimated Base Monthly Rent of One Hundred Fifteen percent (115%) of the Base Monthly Rent due for the last month prior to agree upon such fair market effective rent commencement of the applicable extension period. Any deficiency shall be payable by Tenant to Landlord within fifteen ten (1510) days of the appointment determination of the third appraiser, Base Monthly Rent for the fair market effective rent applicable extension period. Any surplus shall be that determined by the appraiser not selected by either LESSOR or LESSEEa credit for Base Monthly Rent to become thereafter due.
Appears in 3 contracts
Sources: Lease Agreement (Dermira, Inc.), Lease Agreement (Dermira, Inc.), Lease Agreement (Dermira, Inc.)
Option to Extend. On the conditions 29.35.1 Tenant is hereby granted one (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time1) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right option to extend the term hereof initial Lease Term (the “Option to Extend”) for one additional term a period of five years, ending on March 31, 2019 three (3) years (the “Extension Period’Option Term”). Upon the proper exercise of the Option to Extend, the Lease Term shall be extended for the Option Term. Tenant shall not have the right to extend the initial Lease Term if as of the date of delivery of the Option Exercise Notice (as defined below), to commence immediately upon the expiration or as of the then current term. LESSEE may exercise such end of the initial Lease Term, Tenant is in default under this Lease beyond any applicable notice and cure period.
(a) The Option to Extend shall be exercised by Tenant, if at all, by giving written notice to LESSOR Notice of exercise (the “Extension Option Exercise Notice”) on or before the date which no less not more than twelve (12) months and not less than eight (8) months prior to the expiration Expiration Date. Notwithstanding anything herein to the contrary, in the event that Tenant does not properly exercise its Option to Extend or if the Lease Term is hereafter extended by agreement of the parties and not by exercise of Tenant’s Option to Extend, then current Term. Such Extension Period Tenant’s Option to Extend shall be upon the same terms null and conditions void and of this Lease, except that the no further force or effect.
(b) Base Rent payable for the Option Term shall be set at the then adjusted to fair market effective rent for the Leased Premises. In no eventBase Rent, however, shall the Base Rent be less than the then-current Base Rent at the expiration as of the current commencement of the Option Term. For the purpose , for renewals of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms comparable term and space in the nature of rent and rent adjustments customarily then being included Building and/or in leases for similar space within class buildings in the greater Waltham area. LESSEE shall, during submarket in which the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises is located.
(c) The parties shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within have thirty (30) days of after Landlord receives the date of the Extension Notice, said Option Exercise Notice in which to agree on fair market effective rent shall be conclusively determined by three (3) appraisersBase Rent during the Option Term. Within fifteen (15) days of If the expiration of parties agree on the Base Rent for the Option Term during such thirty (30) day period, LESSOR and LESSEE they shall each select immediately execute an appraiser, who shall select a third. Should amendment to this Lease stating the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEnew Base Rent. If the three appraisers parties are unable to agree upon such on fair market effective rent Base Rent for the Option Term within fifteen such thirty (1530) days day period, the Option Exercise Notice shall be of no effect and this Lease shall expire on the Expiration Date. The parties to the Lease shall not have the right to have a court or other third party set the Base Rent or force an extension of the appointment Lease Term.
29.35.2 The Option to Extend is granted by Landlord to the Tenant originally named in this Lease and to no other, and is personal as to such entity and shall not be exercised or assigned, voluntarily or involuntarily, by or to anyone or any other entity. Any assignment of this Option to Extend without Landlord’s prior written consent shall be null and void and, at Landlord’s election, shall constitute a default under the Lease. Landlord’s consent to an assignment of the third appraiser, Lease shall not also constitute consent to assignment of the fair market effective rent shall be that determined by Option to Extend unless the appraiser not selected by either LESSOR or LESSEEOption to Extend is expressly included in Landlord’s consent.
Appears in 3 contracts
Sources: Office Lease (Tracon Pharmaceuticals, Inc.), Office Lease (Tracon Pharmaceuticals, Inc.), Office Lease (Tracon Pharmaceuticals Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any timea) that LESSEE So long as Tenant is not in default beyond the expiration of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as Tenant shall have an option to renew the terms and conditions of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) Lease for one additional term of (1) five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately 5) year period upon the expiration of the then current termsame terms and conditions contained herein except for rental. LESSEE may exercise such Option to Extend by giving written Tenant shall provide Landlord notice to LESSOR (the “Extension Tenant’s Notice”) on or before the date which no in writing not less than twelve nine (129) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions term hereof of this Leaseits intention to exercise said option, except that in which event the Base Rent payable for such renewal period shall be set at equal to the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms rental then being charged in the nature West Suburban East West Corridor in comparable buildings for a renewal lease of rent comparable size and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shallcondition of space, during the Extension Periodtaking into consideration all relevant factors, continue including but not limited to pay its proportionate share creditworthiness of LESSOR’s Real Estate Taxes Tenant, amenities, location, submarkets, duration of term, commissions, operating costs, tenant improvements, and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, howeverother incentives, if LESSOR any. Failure to so elect in the manner and LESSEE are unable time aforesaid shall render such option null and void and of no further force or effect. Landlord shall reply to agree on said fair market effective rent such ▇▇▇▇▇▇’s notice within thirty (30) days from receipt thereof setting forth the rent and other relevant terms (“Renewal Terms”) for the applicable renewal period. If Landlord fails to reply with ▇▇▇▇▇▇▇▇’s determination of the date of Renewal Terms for the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of applicable renewal period within such thirty (30) day period, LESSOR and LESSEE or if Tenant does not agree with Landlord’s determination of the Renewal Terms for the applicable renewal period, Tenant may elect to withdraw its exercise said option, in which event this Lease shall each select an appraiserexpire on the last day of the Lease Term or the applicable shall expire renewal term.
(b) Provided that Tenant has not withdrawn its exercise of said option, who the parties shall select a third. Should have thirty (30) days from the two appraisers fail date of Landlord’s response to ▇▇▇▇▇▇’s notice to agree on the proposed Renewal Terms. In the event the parties are unable to agree upon the Renewal Terms within such thirty (30) day period of Tenant’s exercise, the parties shall then proceed as follows: within twenty (20) days after the end of said thirty (30) day period, each party shall appoint an MAI appraiser who shall be licensed in the State of Illinois and specializes in evaluation of commercial real estate and office rents in the West Suburban East West Corridor area for property of similar age, size, and location, and has at least ten (10) years experience. Such two (2) MAI appraisers shall each determine within thirty (30) days after their appointment the amount of the fair market rent based upon the Renewal Terms for renewal transactions to be in effect during the subject extended term. If the two (2) MAI appraisers chosen by the parties are unable to agree on fair market rent, then the two (2) MAI appraisers shall, within five (5) days after conclusion of such twenty (20) day period, together, appoint a third similarly qualified MAI appraiser. The third MAI appraiser shall, within fifteen ten (1510) days after his or her appointment, review the reports prepared by the first two (2) MAI appraisers, conduct such additional analysis as may be appropriate, and make a determination of fair market rent. The annual Base Rent for the allocable extended period shall be equal to the average of the date on two (2) determinations which are closest together, and such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser determination shall be appointed by final, binding, and conclusive upon the American Institute of Appraisersparties hereto. The parties shall execute an amendment to this Lease incorporating such terms. Each party shall bear the cost of the its MAI appraiser selected by such party, and shall equally share the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third MAI appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.
Appears in 2 contracts
Sources: Office Lease (Ameriquest, Inc.), Office Lease (Ameriquest, Inc.)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice Tenant shall have an option to LESSEE at any time) that LESSEE is not in default of its covenants extend and obligations under renew the Lease beyond applicable notice and cure periods, both as to all of the time of exercise of the Option Premises (but not as to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”any portion or portions thereof) for one (1) additional term of five (5) years, ending on March 31, 2019 (the “Extension Period’), . In order to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR option, Tenant shall notify Landlord in writing at least two hundred seventy (the “Extension Notice”270) on or before the date which no less than twelve (12) months days prior to the expiration of the then current TermLease Term (i.e., by September 4, 2007) of its election to exercise the option. Such Extension Period If Tenant elects not to extend or fails to timely exercise its option, time being of the essence, the option shall automatically terminate and be of no further force and effect and this Lease shall terminate upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current initial Term. For Upon receipt of such notice from Tenant exercising the purpose of this Sectionrenewal option herein granted, fair market effective rent Landlord shall mean the Base Rent plus such additional financial terms submit in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent writing within thirty (30) days of a proposal for the date of then current Market Base Rental Rate (per rentable square foot per annum, “NNN”) for the Extension Notice, said fair market effective rent renewal term. Tenant shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such have thirty (30) day perioddays from the receipt of said notice from Landlord to notify Landlord in writing of (i) Tenant’s acceptance of the proposed Market Base Rental Rate, LESSOR or (ii) Tenant’s rejection of the Market Base Rental Rate and LESSEE election to initiate the appraisal process set forth below. If Tenant fails to timely accept or reject the Market Base Rental Rate specified in Landlord’s notice or to elect not to extend the term of the Lease as provided in the immediately preceding sentence, Tenant shall each select an appraiserbe deemed to have elected to extend the Lease Term for the period specified in Tenant’s original notice of exercise of the renewal option at the Market Base Rental Rate specified by Landlord in response to said exercise notice. Any such extension shall be upon all of the terms, who conditions and covenants of this Lease except as to (i) the amount of Base Rent, which shall select be determined as set forth herein, (ii) options to extend or to expand, which shall not be applicable, and (iii) Tenant shall pay Tenant’s Prorata Share of Operating Expenses throughout the renewal term. As used herein, and subject to the limitations set forth in this paragraph, “Market Base Rental Rate” shall mean as of any date the then annual net rental rate (exclusive of real estate taxes, utilities and operating expenses) per square foot of net rentable area which a third. Should the two appraisers fail willing landlord under no compulsion would agree to accept as of such date, and which a willing tenant under no compulsion would agree to accept as of such date, under renewal leases (based on a third five (5) year term) of space in comparable first class multi-tenant office buildings of comparable size, location and age in the County of Boulder, Colorado, at such time, taking into account all relevant factors, including, without limitation, use, location and/or floor level within fifteen the applicable building, definition of rentable area, leasehold improvements provided, credits or allowances granted, if any, quality, age and location of the applicable building, rental concessions, the time the particular rate under consideration became effective, size of tenant, credit of tenant, relative operating expenses, taxes and utilities, relative services provided, and so forth. If Tenant, by written notice delivered no later than thirty (1530) days after the date Landlord notifies Tenant of the Market Base Rental Rate, objects to the Market Base Rental Rate determined by Landlord and elects to submit the rate determination to appraisal, then, within seven (7) days of the date of Tenant’s objection, each party shall appoint a non-affiliated certified M.A.I. Appraiser that has at least five (5) years’ full-time commercial appraisal experience in Boulder County to determine the Market Base Rental Rate, such process to be completed within twenty (20) days after the date of the appointment of the last appraiser. If a party does not appoint a qualified appraiser within five (5) days after the other party has given notice of the name of the appraiser, then the single appraiser shall be the sole appraiser and shall set the Market Base Rental Rate. The appraisers appointed by the parties shall meet promptly and attempt to set the Market Base Rental Rate. If they are unable to agree on which such appraisers have the Market Base Rental Rate within twenty (20) days after the date the second appraiser has been appointed, or if either LESSOR or LESSEE they shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the elect a third appraiser shall be shared equally by LESSOR and LESSEEmeeting the qualifications stated in this paragraph within seven (7) days after the last day the two (2) appraisers are to set the Market Base Rental Rate. If the three appraisers are unable to agree upon such fair market effective rent on the third appraiser, either of the parties to this Lease, after giving five (5) days’ prior written notice to the other party, may apply to the then president of the real estate board of Denver, Colorado for the selection of a third appraiser who meets the qualifications stated in this Section, which selection shall be made within fifteen three (153) days. All determinations of Market Base Rental Rate shall be subject to the limitations on Market Base Rental Rate set forth in the first paragraph of this Section. Each of the parties shall pay for the appraiser appointed by it and shall bear one-half of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. The appraisers shall be instructed to consider the criteria above stated in determining the Market Base Rental Rate. Within twenty (20) days of after the appointment selection of the third appraiser, the fair market effective rent third appraiser shall determine the Market Base Rental Rate and all three of the appraiser’s Market Base Rental Rates shall be that averaged excluding any single Market Base Rental Rate which is either ten percent (10%) higher or lower than the middle appraisal of Market Base Rental Rate and the remaining appraisals shall then be averaged. If the Market Base Rental Rate is not established for the extended term prior to its commencement, Tenant shall continue to pay the applicable Base Rent required for the last full month of the Lease term until the appraisers have made their determination. The Market Base Rental Rate in question, when finally determined by the appraiser appraisers, shall be retroactive to the commencement of the extension term, and the first Base Rent payment becoming due after the determination of the applicable Market Base Rental Rate shall include the retroactive amounts of monthly Base Rent installments accrued and unpaid. In no event may either Landlord or Tenant elect not selected to extend the Lease based upon the Market Base Rental Rate established in accordance herewith. This option to extend may not be exercised and the Lease shall not be extended if Landlord has given Tenant notice of default which default is not cured within any applicable cure periods or waived by either LESSOR or LESSEELandlord.
Appears in 2 contracts
Sources: Office Lease (Wells Real Estate Fund Ix Lp), Office Lease (Gaiam Inc)
Option to Extend. On If Tenant is not in Default hereunder on the last day of the initial Lease Term hereof, Tenant shall have the option (hereinafter called the "Option") to extend the initial Lease Term hereof for a period of ten (10) years after the last day of the initial Lease Term (herein called the "Extended Lease Term"), upon the same terms and conditions (provided in this Lease, except for the Minimum Annual Rent, rent escalations and tenant improvement allowances, collectively, which conditions LESSOR may waive, shall be at its election, fair market rental rate as determined below. The Option shall be exercised by written notice from Tenant to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) Landlord given on or before the date which no less that is six (6) months prior to the expiration of the initial Lease Term.
A. The Annual Base Rental rate under this Lease for the Extended Lease Term shall be determined as follows:
(i) Within fifteen (15) days following Tenant's written request, made at least nine (9) months, but not more than twelve (12) months prior to the expiration of the then current initial Lease Term. Such Extension Period , stating that Tenant is considering exercising its Option, Landlord shall be upon deliver written notice to Tenant of Landlord's estimation of the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, rental rate and shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms thereafter negotiate in the nature of rent and rent adjustments customarily then being included good faith with Tenant in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable attempt to agree upon such fair market effective rental rate. The Minimum Annual Rent under this Lease for the Extended Lease Term shall be an amount equal to the then "fair market rental rate", as hereinafter defined, as agreed upon by Landlord and Tenant not later than forty-five (45) days after Tenant's delivery to Landlord of its preliminary notice. In the event Landlord and Tenant are unable to agree upon the definition of the fair market rental rate within such forty-five (45) day period, then the Minimum Annual Rent for the Extended Lease Term shall be the then "fair market rental rate" determined by arbitration as provided below. The term "fair market rental rate shall mean the annual rental rate (projected to the date of the commencement of the Extended Lease Term) which Tenant would expect to pay and Landlord would expect to receive under renewal leases for space of comparable size and quality to the Leased Premises for comparable office buildings in the same submarket area and as provided for in, and upon terms and conditions comparable to, this Lease covering renewal lease premises similar to the Leased Premises and taking into account the direct operating expenses payable by Tenant during the Extended Lease Term, concessions offered by landlords, if any, for such comparable renewal lease space to the Leased Premises, commissions paid, lack of any leasing "downtime", increases in base rent and operating expenses and all other relevant factors. If Landlord and Tenant have not reached agreement on a fair market rental rate within fifteen forty-five (1545) days after Tenant's delivery to Landlord of Tenant's preliminary notice, then, within ten (10) days after that date, each party shall appoint and employ, a qualified real estate professional with at least five (5) years' experience immediately prior to the date in question, to appraise and establish the "fair market rental rate" for renewal leases. The two real estate professionals, thus appointed, shall meet promptly and attempt to agree upon and establish said rate or, upon failing to do so, shall then jointly designate a third real estate professional within ten (10) days of the appointment of the last two real estate professionals. If they are unable to agree upon the third appraiserreal estate professional, either of the parties, after giving five (5) days' notice to the other, may apply to judge of the Superior Court of Gwinnett County, Georgia (to whose jurisdiction for this limited purpose both Landlord and Tenant hereby consent) for the selection of a third real estate professional. Each of the parties shall pay the cost of its own real estate professional and each bear one-half (1/2) of the cost of the third real estate professional. Within thirty (30) days after the selection of the third real estate professional, the third real estate professional shall select as "fair market effective rent rental rate" either the rate suggested by Landlord's real estate professional or the rate suggested by Tenant's real estate professional, but no other amount. In any of said events, the determination so chosen shall be that determined by the appraiser not selected by either LESSOR or LESSEEfinal, conclusive and binding upon both Landlord and Tenant.
Appears in 2 contracts
Sources: Office Lease Agreement (KMC Telecom Holdings Inc), Office Lease Agreement (KMC Telecom Holdings Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) Provided that LESSEE this Lease is then in full force and effect and provided further that Tenant is not then in default of its covenants and obligations under the Lease beyond applicable notice and cure periodsthis Lease, both as of the time of exercise of the Option Landlord hereby grants to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right Tenant an option to extend the term hereof of this Lease for the Premises and Expansion Premises on the same terms, conditions and provisions as contained in the Lease, except as otherwise provided herein, for an additional five (5) year period which shall commence upon the day next following the termination date of the Lease term and shall end on the day preceding the fifth (5th) anniversary of the Lease term’s expiration date (the “Option Period”).
A. Tenant’s option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend extend shall be exercisable by giving written notice of Tenant’s election to LESSOR extend the Lease Term from Tenant to Landlord received no later than two hundred seventy (the “Extension Notice”270) on or before the date which no less than twelve (12) months days prior to the expiration of the then current Term. Such Extension Period If not so exercised, Tenant’s option under this section shall be upon the same terms and conditions of this Lease, except that the thereupon expire.
B. The Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue Option Period with respect to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon equal to ninety-five percent (95%) of the Market Rental Rate (as hereinafter defined in this Section G hereof (for the five (5) year lease term commencing on or about the date of commencement of the Option Period).
C. Tenant may only exercise its extension option granted hereunder so long as the entire Leased Premises is then occupied by LESSOR the original Tenant hereunder and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent Tenant has not assigned this Lease or sublet the Leased Premises.
D. Landlord shall within thirty sixty (3060) days of receiving notice of Tenant’s election to extend and in response to Tenant’s written request, advise Tenant in writing of Landlord’s determination of the Market Rental Rate for term commencing on or about the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days commencement of the expiration of such thirty (30) day period, LESSOR and LESSEE Option Period.
E. Tenant shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third advise Landlord within fifteen (15) days of notice of Market Rental Rate of its intention to accept such rental rate.
F. Within ten (10) days after Tenant’s acceptance of Landlord’s determination of the date Market Rental Rates as set forth in Section D and E hereof, Landlord and Tenant shall enter into a written supplement to this Lease confirming the revisions to the rental provisions contained in this Lease as may be necessary to confirm the change in the Base Rent. In the event a written supplement is not executed within said ten (10) day period by Tenant, Tenant’s right to exercise its option to extend shall thereupon expire.
G. For purposes of this section, the “Market Rental Rate” shall mean the then prevailing annual rental rate per square foot of rentable area, as determined in good faith by Landlord, for improved space comparable to the Premises in area and location. The components of the Market Rental Rate may include, among the other then prevailing components of rent: a fixed annual rent (such as Base Rent), periodic adjustments or additions to a fixed annual rent based on which a share of the Building real estate taxes and other expenses (such appraisers have been appointedas Additional Rent) in excess of a certain amount of increases based on an inflation index (such as a CPI Adjustment), or if either LESSOR or LESSEE shall fail and any concessions for Rent abatement and build-out allowances available to appoint an appraiser new tenants who may lease space within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEBuilding.
Appears in 2 contracts
Sources: Lease (Paylocity Holding Corp), Lease (Paylocity Holding Corp)
Option to Extend. On the conditions (Provided that no Event of Default shall have occurred which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) remains uncured and provided that LESSEE is not Lessee shall be in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as possession of the time of exercise of the Option to Extendleased property, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Lessee shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five yearsright, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend exercisable by giving given written notice ("First Renewal Notice") thereof to LESSOR Lessor at least nine (the “Extension Notice”9) on or months but not before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be original term of this Lease, to extend the term of this Lease for an additional term of thirty-six (36) calendar months ("First Renewal Period") upon all of the same terms terms, covenants and conditions of contained in this Lease, except that the Base Rent payable annual fixed rent shall be set at the then fair market effective rent Market Rent. Market Rent for the Leased Premises. In no eventFirst Renewal Period shall be determined as follows:
(i) After timely receipt by Lessor of the First Renewal Notice, however, Lessor and Lessee shall the Base Rent be less than the then-current Base Rent at have a period which will end sixty (60) days prior to the expiration of the current Term. For the purpose original term of this Section, fair market effective rent shall mean Lease ("Initial Rent Determination Period") in which to agree on Market Rent for the Base First Renewal Period. If Lessor and Lessee agree on Market Rent plus such additional financial terms in for the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension First Renewal Period, continue then they shall immediately execute an amendment to pay its proportionate share of LESSOR’s Real Estate Taxes this Lease stating and Operating Costs. Said fair market effective rent incorporating such agreed upon Market Rent.
(ii) If Lessor and Lessee are unable to agree on Market Rent for the Leased Premises First Renewal Period, subject to the limitation set forth in subsection (iv) below, Lessor and Lessee shall be agreed upon proceed as follows:
(1) Not later than ten (10) days after the expiration of the Initial Rent Determination Period, each party shall appoint an appraiser ("Appraiser") and notify the other party of such appointment by LESSOR and LESSEEidentifying the appointee; provided, however, that if LESSOR either party fails to give notice of its designation of an Appraiser within such ten (10) day period, the appraiser designated by the other party shall act as the sole Appraiser and LESSEE shall 29 determine Market Rent for the First Renewal Period. For purposes of this Lease, an "Appraiser" means a Michigan licensed MAI appraiser who (i) shall be an independent, disinterested party (i.e. the appraiser shall not be an affiliate of any party and the total fees paid to the appraiser by any party and affiliates of any party during the preceding five (5) years shall not exceed one (1%) percent of the appraiser's gross income for such period), and (ii) shall have not less than five (5) years experience in appraising properties comparable to the leased premises.
(2) Not later than twenty (20) days after both Appraisers are appointed, the two appraisers shall determine, in accordance with standard appraisal practices and procedures and the requirement of this Lease, the Market Rent for the First Renewal Period, and their decision shall be final and binding upon the parties.
(3) If the two Appraisers are unable to agree on said fair market effective rent Market Rent for the First Renewal Period within thirty twenty (3020) days of after appointment, then the date of Appraisers shall inform the Extension Noticeparties. Unless the parties shall both otherwise then direct, said fair market effective rent the appraisers shall be conclusively determined by three select a third Appraiser, not later than ten (3) appraisers. Within fifteen (1510) days of after the expiration of said twenty(20) day period. If no third Appraiser is selected within such thirty ten (3010) day period, LESSOR and LESSEE then either party may request the then president of the board of realtors for the Plymouth, Michigan, area (or any similar organization) to appoint the third appraiser. The third Appraiser shall each select an appraiser, who shall select a thirdhave the qualifications set forth in subsection (ii) (1) above. Should the two appraisers fail to agree on a third within fifteen Within twenty (1520) days of the date on which such appraisers have been appointedafter appointment, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall determine Market Rent for the First Renewal Period in accordance with standard appraisal practices and procedures and the requirements of this Lease and the Market Rent shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days average of the appointment two closest appraisals.
(4) Each party shall be responsible for the costs, charges and/or fees of its Appraiser and the parties shall share equally in the costs, charges and/or fees of the third appraiser, Appraiser. The decision of the fair market effective rent Appraiser(s) shall be stated and incorporated into an amendment to this Lease, which shall be executed by both parties.
(iii) The term "Market Rent" shall mean the annual amount of fixed rent that determined by a willing, comparable, non-equity, non-expansion tenant would pay and a willing, comparable owner of an warehouse facility in Plymouth, Michigan comparable to the appraiser not selected by either LESSOR or LESSEEleased premises would accept, at arm's length, on a "net lease" basis, giving appropriate consideration to brokerage commissions, if any, length of lease term, size and location of the leased premises, and any other generally applicably terms and conditions for tenancy of industrial facilities similar to the leased premises.
Appears in 2 contracts
Sources: Lease Agreement (Spartan Stores Inc), Lease Agreement (Spartan Stores Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, a) Provided that there is no uncured Event of Default (as defined in Paragraph 22) by Lessee under this Lease at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of exercise, or at the time the Option to ExtendPeriod commences, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Lessee shall have the right option to extend the term hereof Term of this Lease for one (1) additional period of five (5) years (“Option Period”) on the same terms and conditions set forth in this Lease, except that (i) the Monthly Base Rent for the Option Period shall be determined as provided in Paragraph 3(b) below, (ii) Lessor shall have no obligation to provide Lessee with an allowance for, or otherwise construct any, improvements to the Property, and (iii) Lessor shall not be required to pay any leasing commissions to any brokers in connection with the Option Period. Lessee shall exercise its option by giving Lessor written notice (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than at least twelve (12) months months, but not more than fifteen (15) months, prior to the expiration of the then current Terminitial Term of this Lease. Such Extension The option to extend is personal to SiTime Corporation and may not be transferred or assigned to any third party other than a Permitted Transferee (as defined in Paragraph 17(g) below).
(b) The Monthly Base Rent for the Option Period shall be upon determined as follows:
(1) Lessor and Lessee shall have thirty (30) days after Lessor receives Lessee’s Option Notice within which to agree on the same terms and conditions of this Lease, except that the Monthly Base Rent payable shall be set at for the Option Period based upon the then fair market effective rent rental value of the Property as defined in Paragraph 3(b)(2). If Lessor and Lessee agree on the Monthly Base Rent for the Leased Premises. In no eventOption Period within thirty (30) days, however, they shall immediately execute an amendment to this Lease stating the Monthly Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE Option Period. If the parties are unable to agree on said the Monthly Base Rent for the Option Period within thirty (30) days, then, the initial Monthly Base Rent for the Option Period shall be the then current fair market effective rental value of the Property as determined in accordance with Paragraph 3(b)(3). On the first anniversary of the first day of the Option Period, Monthly Base Rent for the Option Period shall be increased to an amount equal to 103% of the Monthly Base Rent payable for the first year of the Option Period, and such 3% annual increases shall continue to be applied to Monthly Base Rent on each subsequent anniversary of such date throughout the Option Period.
(2) The “then fair market rental value of the Property” shall be defined to mean the fair market rental value of the Property as of the commencement of the applicable Option Period, taking into consideration the uses permitted under this Lease, the quality, size, design and location of the Premises, and the rent for comparable buildings located in Santa Clara, California. When determining the fair market rental value of the Property by reference to comparable transactions, the base rents provided for in such comparable transactions shall be adjusted to reflect the differences between the other terms of such comparable transactions and the other terms of the renewal or expansion to which the fair market rental value is to be applicable. For example: (a) if such comparable transactions provided for any allowance and/or free rent, then in determining the fair market rental value of the Property for the Option Period if Lessee does not receive any allowance and/or free rent (or a smaller allowance and/or free rent) the base rents provided for in such comparable transactions shall be adjusted downward, or (b) if such comparable transactions provided for the tenant thereunder to pay its pro-rata share of increases in operating expenses and/or taxes over a base year different from the triple net payments to be applicable to the Option Period, then in determining the fair market rental value of the Property for the Option Period, the base rents provided for in such comparable transactions shall be adjusted upward or downward, as appropriate.
(3) Within seven (7) days after the expiration of the thirty (30) day period set forth in Paragraph 3(b)(1), each party, at its cost and by giving notice to the other party, shall appoint an MAI appraiser with at least five (5) years’ full time commercial appraisal experience with similar commercial/industrial properties in Santa Clara, California, to appraise and set the then fair market rental value of the Property for the Option Period. If a party does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the then fair market rental value of the Property for the Option Period. If the two (2) appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the then fair market rental value of the Property for the Option Period. If they are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to elect a third appraiser meeting the qualifications stated in this paragraph within ten (10) days after the last day the two (2) appraisers are given to set the then fair market rental value of the date Property for the Option Period. If they are unable to agree on the third appraiser, either of the Extension Noticeparties to this Lease, said fair market effective rent by giving ten (10) days’ notice to the other party, can apply to the then Presiding Judge of the Santa ▇▇▇▇▇ County Superior Court, for the selection of a third appraiser who meets the qualifications stated in this paragraph. Each of the parties shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser, however selected, shall be conclusively determined by three (3) appraisersa person who has not previously acted in any capacity for either party. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should days after the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment selection of the third appraiser, a majority of the appraisers shall set the then fair market effective rent rental value of the Property for the Option Period. If a majority of the appraisers are unable to set the then fair market rental value of the Property for the Option Period within the stipulated period of time, the three (3) appraisals shall be that determined added together and their total divided by three (3); the appraiser not selected resulting quotient shall be the then fair market rental value of the Property for the Option Period. If, however, the low appraisal and/or the high appraisal are/is more than ten percent (10%) lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be disregarded. If only one appraisal is disregarded, the remaining two (2) appraisals shall be added together and their total divided by either LESSOR or LESSEEtwo (2); the resulting quotient shall be the then fair market rental value of the Property for the Option Period. If both the low appraisal and the high appraisal are disregarded as stated in this paragraph, then only the middle appraisal shall be used as the result of the appraisal. After the then fair market rental value of the Property for the Option Period has been set, the appraisers shall immediately notify the parties and the parties shall amend this Lease to set forth the Monthly Base Rent for the Option Period.
Appears in 2 contracts
Sources: Lease (SITIME Corp), Lease (SITIME Corp)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right one (1) option to extend the term hereof of this Lease for two (the 2) years at market rate (“Option to ExtendTerm”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving Tenant shall give written notice to LESSOR (landlord no later than December 31, 2014. Option Term Rent: Tenant shall pay the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective following rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration : Landlord and Tenant will attempt to agree upon a Fair Market Rental Value of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable satisfactory to agree on said fair market effective rent both parties within thirty (30) days of Tenant’s exercise of its option. If no agreement can be reached by the date parties during that period, then the Base Monthly Rental for the Option Term shall be determined by the Fair Market Rental Value of the Extension NoticeLeased Premises as determined by comparison to premises of similar size located in or near the City of Fort ▇▇▇▇▇▇▇, said fair market effective rent Colorado, having comparable development, use and density capability and such other characteristics as may be deemed relevant by a subject appraiser whose selection is outlined herein. Landlord shall select an independent MAI real estate appraiser with at least ten (10) years experience in appraising commercial real property in the City of Fort ▇▇▇▇▇▇▇, Colorado (a “Qualified Appraiser”). The Qualified Appraiser selected by the Landlord shall be conclusively determined by three (3) appraisersreferred to as the “Landlord’s Appraiser”. Within fifteen (15) days of the expiration of such thirty (30) day perioddays of being selected by the Landlord, LESSOR the Landlord’s Appraiser shall determine the Fair Market Rental Value of the Leased Premises in accordance with the appraisal standards set forth above and LESSEE shall each immediately give the Landlord and the Tenant written notification of his determination. If the Tenant agrees with the Landlord’s Appraiser’s determination of the Fair Market Rental Value, the new Base Monthly Rental shall become effective beginning with the first month of the Option Term. If the Tenant does not agree with the Landlord’s Appraiser’s determination of Fair Market Rental Value, the Tenant shall have the right to select its own Qualified Appraiser to determine the Fair Market Rental Value. If the Tenant does elect to appoint a Qualified Appraiser (the “Tenant’s Appraiser”), the Tenant shall select the Tenant’s Appraiser within thirty (30) business days after receiving the Landlord’s Appraiser’s determination of the Fair Market Rental Value. The Tenant’s Appraiser shall make his own determination of the Fair Market Rental Value in accordance with the provisions set forth above, within 30 business days of being selected by the Tenant and shall immediately give the Landlord and the Tenant written notice of his determination. If the Fair Market Rental Value as determined by the Landlord’s Appraiser and the Tenant’s Appraiser, respectively, differ by an appraiseramount which is equal to or less than 5% of the Fair Market Rental Value determined by the Landlord’s Appraiser, then the arithmetic mean of the two Fair Market Rental Values shall constitute the Fair Market Rental Value used to calculate the new Base Monthly Rental which will in effect for the Option Term. If the Fair Market Rental Value determined by the Landlord’s Appraiser and the Tenant’s Appraiser, respectively, differ by an amount which is greater than 5% then, within ten (10) business days after the Landlord’s Appraiser and the Tenant’s Appraiser’s determination of the Fair Market Rental Value, the Landlord’s Appraiser and the Tenant’s Appraiser shall agree upon and select a third Qualified Appraiser who shall select a thirdbe independent of and have no prior or existing affiliation or relationship with either the Landlord or the Tenant (the “Independent Appraiser”). Should the two appraisers fail to agree on a third within fifteen Within ten (1510) business days of the date on which such appraisers have been being appointed, the Independent Appraiser shall, after exercising his best professional judgment, choose either the Landlord’s Appraiser’s or if either LESSOR or LESSEE the Tenant’s Appraiser’s determination of Fair Market Rental Value which the Independent Appraiser believes, in his best professional judgment, best represents the Fair Market Rental Value at that point in time. Upon making such a selection, the Independent Appraiser shall fail to appoint an appraiser within immediately give the time provided, such appraiser Landlord and the Tenant written notice of this selection of the Fair Market Rental Value. The Fair Market Rental Value selected by the Independent Appraiser shall be appointed used to calculate the new Base Monthly Rental which will be in effect during the Extension Option, and such selection by the American Institute of Appraisers. Each party Independent Appraiser shall bear be binding and conclusive upon the cost of the appraiser selected by such party, Landlord and the cost of the third appraiser Tenant. All appraisal fees required hereunder shall be shared equally by LESSOR the Landlord and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEETenant.
Appears in 2 contracts
Sources: Lease Amendment (Advanced Energy Industries Inc), Lease Amendment (Advanced Energy Industries Inc)
Option to Extend. On (a) Landlord hereby grants Tenant a single option to extend the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default Term of its covenants and obligations under the Lease beyond applicable notice for an additional period of seven (7) years (such period may be referred to as the “Option Term”), as to the entire Premises as it then exists, upon and cure periodssubject to the terms and conditions of this Section (the “Option To Extend”), both as of and provided that at the time of exercise of such Option to Extend Tenant must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of at least seventy-five percent (75%) of the Rentable Area of the Premises. Upon exercise of the Option to Extend, Tenant shall deliver to Landlord copies of its most recent certified financial statements and, to the extent there has been a material adverse change in Tenant’s financial position from such position as hereinafter defined, and at the commencement of the Extension Perioddate of execution of the Lease, as hereinafter definedLandlord may require that, then LESSEE shall have in addition to increasing the right Letter of Credit to extend reflect the term hereof increase in the rent due during the Option Term, Tenant increase the Letter of Credit to provide additional security on account of the adverse change in Tenant’s financial position. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant does not timely provide a copy of its most recent certified financial statement.
(the “Option to Extend”b) for one additional term of five years, ending on March 31, 2019 Tenant’s election (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Election Notice”) on or before to exercise the Option To Extend must be given to Landlord in writing no earlier than the date which is fifteen (15) months prior to the Expiration Date and no less later than the date which is twelve (12) months prior to the Expiration Date. If Tenant either fails or elects not to exercise the Option to Extend by not timely giving its Extension Election Notice, then the Option to Extend shall be null and void, including, if more than one Option is granted, the then applicable Option to Extend and all further Options to Extend.
(c) The Option Term (and each Option Term, if more than one Option is granted) shall commence immediately after the expiration of the then current Termpreceding Term of the Lease. Such Extension Period Tenant’s leasing of the Premises during the Option Term shall be upon and subject to the same terms and conditions contained in the Lease except that (i) Tenant shall pay the “Option Term Rent”, defined and determined in the manner set forth in the immediately following Subsection; and (ii) Tenant shall accept the Premises in its “AS IS” condition without any obligation of this LeaseLandlord to repaint, remodel, repair, improve or alter the Premises or to provide Tenant any allowance therefor, except that to the Base Rent payable shall be set at extent tenants leasing space in Comparable Transactions receive an allowance pursuant to the then fair market effective rent for the Leased Premises. In no eventdefinition of Fair Market Rental Rate defined in Exhibit F hereto, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to the parties may mutually agree on said fair market effective rent within thirty (30) days after final determination of the date Fair Market Rental Rate, to apply, in lieu of such allowance for alterations to the Premises, a rent credit equal to the amount of the Extension Noticeallowance that would have otherwise been given, said fair market effective credited toward the rents applicable only to the Premises and due starting after such rent obligation commences. If Tenant timely and properly exercises the Option To Extend, references in the Lease to the Term shall be conclusively determined deemed to mean the preceding Term as extended by three the Option Term unless the context clearly requires otherwise.
(3d) appraisersThe Option Term Rent shall mean the sum of the Monthly Base Rent at the Fair Market Rental Rate (as defined in Exhibit F) plus Rent Adjustments and/or certain Operating Expenses (if applicable, based upon a step-up to change the base year or base amount for calculation of Operating Expenses in connection with determination of the Fair Market Rental Rate) plus other charges pursuant to the Lease payable to Landlord. The determination of Fair Market Rental Rate and Option Term Rent shall be made by Landlord, in the good faith exercise of Landlord’s business judgment. Within fifteen (15) days of the expiration of such thirty (30) day perioddays after Tenant’s exercise of the Option To Extend, LESSOR Landlord shall notify Tenant of Landlord’s determination of the Fair Market Rental Rate and LESSEE shall each select an appraiserOption Term Rent for the Premises. Tenant may, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of after receipt thereof, deliver to Landlord a written notice either: (i) accepting Landlord’s determination, in which case the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser extension shall be appointed by effective and binding (subject to Subsection (f) below) at the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such partyaccepted rate; or (ii) setting forth Tenant’s good faith estimate, in which case Landlord and the cost of the third appraiser shall be shared equally by LESSOR Tenant will promptly confer and LESSEE. If the three appraisers are unable attempt to agree upon the Fair Market Rental Rate and Option Term Rent. Tenant’s failure to timely deliver such fair market effective rent notice within such fifteen (15) days day period shall be deemed its cancellation of the appointment Option. In the event Tenant has delivered notice setting forth Tenant’s different estimate, but no agreement in writing between Tenant and Landlord on Fair Market Rental Rate and Option Term Rent is reached within thirty (30) days after Landlord’s receipt of Tenant’s estimate, the Fair Market Rental Rate shall be determined in accordance with the terms of Exhibit F.
(e) Promptly after final determination of the third appraiserFair Market Rental Rate, Landlord shall prepare a memorandum confirming the specific dates, amounts and terms of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend, in the form of an amendment to the Lease, and Tenant shall execute such amendment within five (5) business days after Landlord and Tenant agree to the form of the proposed amendment and Landlord shall execute it promptly after Tenant. Notwithstanding any of the foregoing to the contrary, the fair market effective rent failure of Landlord to prepare such amendment or of either party to execute an amendment shall not affect the validity and effectiveness of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend.
(f) Upon the occurrence of any of the following events, Landlord shall have the option, exercisable at any time prior to commencement of the Option Term, to terminate all of the provisions of this Section with respect to the Option to Extend, whereupon any prior or subsequent exercise of this Option to Extend shall be of no force or effect:
(i) Tenant’s failure to timely exercise or timely to perform the Option to Extend in strict accordance with the provisions of this Section.
(ii) The existence at the time Tenant exercises the Option to Extend or at the commencement of the Option Term of a Default on the part of Tenant under the Lease.
(iii) Tenant’s third Default under the Lease prior to the commencement of the Option Term, notwithstanding that determined by all such Defaults may subsequently be cured.
(g) Without limiting the appraiser generality of any provision of the Lease, time shall be of the essence with respect to all of the provisions of this Section.
(h) This Option to Extend is personal to Accolade, Inc., a Delaware corporation, and may not selected by either LESSOR be used by, and shall not be transferable or LESSEEassignable (voluntarily or involuntarily) to any person or entity, except a Permitted Transferee which is an assignee of the Lease and which has satisfied the requirements of Sections 10.01 and 10.05 of this Lease.
Appears in 2 contracts
Sources: Office Lease (Accolade, Inc.), Office Lease (Accolade, Inc.)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Borrower shall have the right two (2) options to extend the term hereof of the Loan (the each an “Option to Extend”) for one additional term of five yearsfrom the Maturity Date to May 20, ending on March 31, 2019 2015 (the “Extension Period’First Extended Maturity Date”) and then from the First Extended Maturity Date to May 20, 2016 (the “Second Extended Maturity Date”), upon receipt of written notice from Borrower of Borrower’s request to commence immediately exercise the Option to Extend, which notice shall be provided to Lender not more than 90 days but not less than 30 days prior to the Maturity Date or First Extended Maturity Date, as applicable, and upon the expiration satisfaction of each of the then current term. LESSEE may following conditions precedent:
a. As of the date of Borrower’s delivery of its notice of request to exercise the Option to Extend, and as of the Maturity Date or First Extended Maturity Date, as applicable, no Default (as hereinafter defined) shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing;
b. Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the Option to Extend, and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender;
c. There shall have occurred no material adverse change, as determined by Lender in its sole discretion, in the financial condition of Borrower or any Guarantor from that which existed as of the later of: (i) the Effective Date; or (ii) the date upon which the financial condition of such party was first represented to Lender;
d. On or before the Maturity Date, or First Extended Maturity Date, as applicable, Borrower shall pay to Lender in connection with each Option to Extend an extension fee in the amount of THIRTY-TWO THOUSAND ONE HUNDRED AND NO/100THS DOLLARS ($32,100.00);
e. During any Option to Extend, Borrower shall make the payments for such Option to Extend by giving written notice set forth in the Note which provides for monthly payments of principal in an amount calculated based on equal monthly installments of the then-outstanding principal balance of the Note over an assumed 30-year amortization period plus interest; Loan No. 1003653
f. The Property must have a Constant Carried (as defined below) as follows:
i. With respect to LESSOR (the “Extension Notice”) on or before first Option to Extend, the date which no Property must have a Constant Carried of not less than twelve (12) months prior 9.5% as of the Maturity Date.
ii. With respect to the expiration second Option to Extend, the Property must have a Constant Carried of not less than 10.0% as of the then current Term. Such Extension Period First Extended Maturity Date.
g. The Improvements shall be upon 100% complete and Lender shall have received such endorsements, in form and content satisfactory to Lender, to the same Title Policy as Lender may require. Except as modified by this Option to Extend, the terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, Agreement and the cost of the third appraiser other Loan Documents as modified and approved by Lender shall be shared equally by LESSOR remain unmodified and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEin full force and effect.
Appears in 2 contracts
Sources: Building Loan Agreement, Building Loan Agreement (Global Growth Trust, Inc.)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) Provided that LESSEE this Lease is then in full force and effect and provided further that Tenant is not then in default of its covenants and obligations under the Lease beyond applicable notice and cure periodsthis Lease, both as of the time of exercise of the Option Landlord hereby grants to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right Tenant an option to extend the term hereof of this Lease for the 3800 Premises on the same terms, conditions and provisions as contained in the Lease or this Amendment, except as otherwise provided herein, for an additional five (5) year period which shall commence upon the day next following the termination date of the 3800 Premises Lease term and shall end on the day preceding the fifth (5th) anniversary of the 3800 Premises Lease term’s expiration date (the “Option Period”).
A. Tenant’s option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend extend shall be exercisable by giving written notice of Tenant’s election to LESSOR extend the Lease Term from Tenant to Landlord received no later than three hundred sixty (the “Extension Notice”360) on or before the date which no less than twelve (12) months days prior to the expiration of the then current Term. Such Extension Period If not so exercised, Tenant’s option under this section shall be upon the same terms and conditions of this Lease, except that the thereupon expire.
B. The Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue Option Period with respect to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon equal to the Market Rental Rate (as hereinafter defined in this Section G hereof (for the five (5) year lease term commencing on or about the date of commencement of the Option Period).
C. Tenant may only exercise its extension option granted hereunder so long as the entire 3800 Premises is then occupied by LESSOR the original Tenant hereunder and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent Tenant has not assigned this Lease or sublet the Leased Premises.
D. Landlord shall within thirty (30) days of receiving notice of Tenant’s election to extend and in response to Tenant’s written request, advise Tenant in writing of Landlord’s determination of the Market Rental Rate for term commencing on or about the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days commencement of the expiration of such thirty (30) day period, LESSOR and LESSEE Option Period.
E. Tenant shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third advise Landlord within fifteen (15) days of notice of Market Rental Rate of its intention to accept such rental rate.
F. Within ten (10) days after Tenant’s acceptance of Landlord’s determination of the date Market Rental Rates as set forth in Section D and E hereof, Landlord and Tenant shall enter into a written supplement to this Lease confirming the revisions to the rental provisions contained in this Lease as may be necessary to confirm the change in the Base Rent. In the event a written supplement is not executed within said ten (10) day period by Tenant, Tenant’s right to exercise its option to extend shall thereupon expire.
G. For purposes of this section, the “Market Rental Rate” shall mean the then prevailing annual rental rate per square foot of rentable area, as determined in good faith by Landlord, for improved space comparable to the Premises in area and location. The components of the Market Rental Rate may include, among the other then prevailing components of rent: a fixed annual rent (such as Base Rent), periodic adjustments or additions to a fixed annual rent based on which a share of the Building real estate taxes and other expenses (such appraisers have been appointedas Additional Rent) in excess of a certain amount of increases based on an inflation index (such as a CPI Adjustment), or if either LESSOR or LESSEE shall fail and any concessions for Rent abatement and build-out allowances available to appoint an appraiser new tenants who may lease space within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEBuilding.
Appears in 2 contracts
Sources: Lease (Paylocity Holding Corp), Lease (Paylocity Holding Corp)
Option to Extend. On (a) Provided this Lease is in full force and effect and that no Default by Tenant, as defined in this Lease is in existence either on the conditions date of Tenant’s Extension Notice (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined) or, and at unless waived in writing by Landlord for the commencement purpose of the this Extension Period, Option (as hereinafter defined), then LESSEE on the Extension Effective Date, and provided further that this Lease shall not have theretofore been assigned (other than pursuant to an assignment not requiring Landlord’s consent thereto), Tenant shall have the right right, at Tenant’s option, to extend the term hereof Term of this Lease for one (1) additional period of five (5) years (the “Option to ExtendOptional Extended Term”) for one additional term of five years, ending commencing on March 31, 2019 the day following the Expiration Date (the “Extension Period’), to commence immediately upon Effective Date”) and ending on the expiration fifth (5th) anniversary of the then current termExpiration Date. LESSEE may exercise such Option Such option to Extend by giving written notice to LESSOR extend (the “Extension Option”) shall be exercised by Tenant giving written notice (“Tenant’s Extension Notice”) on or of the exercise thereof to Landlord at least eighteen (18) but not more than twenty-one (21) months before the date which no less than twelve (12) months prior Expiration Date. If Tenant shall fail to timely give Tenant’s Extension Notice as provided herein, the Extension Option shall be deemed automatically and irrevocably waived by Tenant. The Term as extended pursuant to the expiration of the then current Term. Such Extension Period Option shall be upon the same terms terms, covenants, and conditions of as set forth in this Lease, Lease except that the Base Rent payable during the Optional Extended Term, if exercised, shall be set at equal the then fair market effective rent for the Leased PremisesMarket Rate (as defined below). In no eventthe event Tenant exercises the Extension Option as provided herein, howeverthen Tenant shall, shall within fifteen (15) days after Landlord’s request, execute and deliver an amendment to the Base Lease memorializing such exercise and the Rent be less than payable by Tenant during the then-current Base Rent at the expiration of the current Optional Extended Term. .
(b) For the purpose purposes of this SectionArticle, fair market effective rent “Market Rate” shall mean the Base Rent plus such additional financial terms rate then being accepted by landlords for comparable improved space in the nature Development and in office buildings comparable thereto in the West Loop submarket of rent the downtown Chicago office market on an “as is” renewal basis for a comparable term, taking into account the use, location and rent adjustments customarily then being included in leases for similar space floor level within the greater Waltham area. LESSEE shallapplicable building, during the Extension Periodand any other relevant term or condition in making such evaluation, continue including any tenant improvement allowances or other leasing concessions offered in connection therewith, all as reasonably determined by Landlord and provided to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent Tenant in writing within thirty (30) days of after the date of the delivery of Tenant’s Extension Notice to Landlord (“Landlord’s Market Rate Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE”).
Appears in 2 contracts
Sources: Office Lease (Archipelago Holdings L L C), Office Lease (Archipelago Holdings L L C)
Option to Extend. On While this Lease is in full force and effect, provided that no Event of Default then exists and no Event of Default has occurred within the conditions immediately preceding twelve (which conditions LESSOR may waive12) month period, at its electionand further provided that the Original Tenant has not assigned this Lease nor sublet more than twenty-five percent (25%) of the Premises then demised to Tenant under this Lease (excluding transfers to Permitted Transferees), by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, each case both as of the time of option exercise and as of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Periodherein additional term, as hereinafter defined, then LESSEE Tenant shall have the right or option (the “Extension Option”) to extend the original term hereof of this Lease for one (1) period of five (5) years (the “Option Period”). The Extension Option shall not apply to Extend”) for one additional any ROFR Space that is added to the Premises in connection with paragraph 6.20 of this Lease, as any extension of the term of five yearsTenant’s leasing of the ROFR Space shall be governed by the Offer. Such extension of the original term shall be on the same terms and covenants as provided for in the original term except that (a) Tenant shall have no further option to extend the Lease Term, ending on March 31(b) the Base Rent for the Option Period shall be one hundred percent (100%) of the then Fair Market Rent for the Premises in AS IS condition for lease renewals as determined in accordance with subparagraph 2.2.3, 2019 and (c) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Option Period, nor shall Landlord have any obligation to provide Tenant with any tenant improvement allowance or other allowance of any kind. Any exercise of such Extension Option by Tenant as provided herein shall be irrevocable. If the Fair Market Rent has not been determined as of the commencement date of the Option Period, Tenant initially shall pay Base Rent plus escalations for the extended term at the Fair Market Rate designated by Landlord, with a retroactive adjustment to be made within ten (10) Business Days after the determination of Fair Market Rent. Notice (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before of Tenant’s intention to exercise the date which no less than Extension Option must be given to Landlord, in writing, at least twelve (12) months prior to the then current expiration of the then current TermLease Term (time being of the essence) or the Extension Option shall lapse and be of no further force or effect. Such If Tenant exercises the Extension Period shall be upon Option, after the same terms and conditions determination of this Lease, except that the Base Fair Market Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; as herein provided, however, if LESSOR the Landlord and LESSEE are unable Tenant shall execute an amendment to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEthis Lease confirming same.
Appears in 2 contracts
Sources: Gross Lease (Endurance International Group Holdings, Inc.), Gross Lease (Endurance International Group Holdings, Inc.)
Option to Extend. On Tenant shall have the conditions (which conditions LESSOR may waiveright, at its election, by upon written notice to LESSEE at any timeLandlord no more than three hundred (300) days nor less than one hundred eighty (180) days prior to the end of the Extended Term (“Notice”), to extend the term of the Lease for up to two additional terms of five (5) years each (the “Additional Terms”); provided that LESSEE Tenant is not in default of its covenants any of the terms, covenants, and obligations under conditions of the Lease beyond applicable Lease, and that no fact or circumstance exists that with the giving of notice and cure periodsor the passage of time, both as of or both, would constitute such a default, either at the time of exercise of the Option to Extend, said extension right or as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE effective date of extension. The Additional Term shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration be under all of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms terms, covenants and conditions of this the Lease, except that the Base Rent payable during the Additional Term shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent “Prevailing Rental Rate” which shall mean the Base Rent plus such additional financial terms rental rate determined for the most comparable office space located in the nature Cottonwood Corporate Center Project as of rent the date of the Notice. Landlord and rent adjustments customarily then being included Tenant shall endeavor in leases for similar space within good faith to determine the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent Prevailing Rental Rate within thirty (30) calendar days after Landlord’s receipt of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such If they cannot agree within thirty (30) day periodcalendar days, LESSOR and LESSEE each shall appoint an appraiser who shall arrive at an estimate of the Prevailing Rental Rate within thirty (30) calendar days. If such estimates are within five percent (5%) of each select an appraiserother, who the average of the two shall be the new Base Rent for the Additional Term. If the estimates are more than five percent (5%) apart, each appraiser shall select a thirdthird appraiser within five (5) calendar days or, if they fail to do so, Landlord shall select a third appraiser. Should The third appraiser shall prepare an estimate of the Prevailing Rental Rate as provided above within thirty (30) calendar days and the two appraisers fail closest of the three estimates shall be averaged to agree determine the new Base Rent for the Additional Term. No later than one hundred twenty (120) calendar days prior to the expiration of the Extended Term, Landlord and Tenant shall execute an amendment to the Lease stating the new Base Rent and expiration date of the Lease Term. If such an amendment is not fully executed for any reason as provided above, the Lease Term shall not be extended and the option granted hereunder shall terminate. The extension rights of Tenant hereunder shall be personal to the originally named Tenant and may be exercised only by the originally named Tenant (and not any assignee, sublessee or other Transferee of Tenant’s interest in this Lease) and only if the originally named Tenant occupies the majority of the reduced Premises (as shown on a third within fifteen (15Exhibit “A” to this Addendum) days as of the date on which it exercises the option to extend in accordance with the terms hereof. If Tenant fails to deliver a timely Notice, Tenant shall be considered to have elected not to exercise its option to extend. Any termination of the Lease during the initial Lease Term or Extended Term shall terminate all extension rights granted hereunder. The extension rights of Tenant hereunder shall not be severable from the Lease, nor may such appraisers have been appointedrights be assigned or otherwise conveyed in connection with any permitted assignment of the Lease. During the Additional Term: (a) no abatement or other concession, if any, applicable to the initial Term or if either LESSOR or LESSEE the Extended Term shall fail apply to appoint an appraiser the Additional Term; and (b) all leasehold improvements within the time provided, such appraiser Premises shall be appointed by provided in their then-existing condition (on an “as-is” basis) at the American Institute of Appraisers. Each party shall bear time the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEAdditional Term commences.
Appears in 2 contracts
Sources: Lease Addendum, Lease Addendum (Sonic Innovations Inc)
Option to Extend. On Lessor hereby grants to Lessee two successive options to extend this Lease for additional terms of five (5) years each commencing on the conditions (which conditions LESSOR may waivefirst day after the Expiration Date of the previous term. Lessee must exercise the option to extend, if at its electionall, by giving Lessor written notice to LESSEE at any time) that LESSEE is of such exercise not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration date of the then current Termterm. Such Extension Period Upon the exercise of the option to extend, the term of this Lease shall be upon extended through the expiration date of the Renewal Term on the same terms and conditions of this Leaseas contained herein, except that there shall be no option to extend the term of this Lease beyond the Second Renewal Term, and the Base Monthly Rent payable during the Renewal Terms shall be set at determined pursuant to this Section. Base Monthly Rent for each Renewal Term shall be the then greater of (a) the Base Monthly Rent scheduled for the final month of the preceding term (the initial term or the First Renewal Term, as the case may be), or (b) the fair market effective base rental value of the Premises. Lessor and Lessee agree to be reasonable in their negotiation of rent for the Leased Premisesoption periods. In no event, however, Lessor and Lessee shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within have thirty (30) days after Lessee provides Lessor of its notice to exercise its Option to Renew to set the date of rent for the Extension Notice, said fair market effective option period(s). If Lessor and Lessee are unable to establish the rent shall be conclusively determined by three (3for the option period(s) appraisers. Within fifteen (15) days of within the expiration of such thirty (30) day period, LESSOR period then Lessor and LESSEE Lessee shall each select appoint an appraiserappraiser with not less than ten (10) years experience in real estate appraisal in the Bellevue real estate market, who to set the rent for the option period(s). If the rents proposed by each appraiser are within ten (10%) percent of each other, then the rent for the option period(s) shall select a thirdbe the average of the two rents. Should If the rents proposed by each appraiser are greater than ten (10%) percent from each other then the two appraisers fail to agree on will select a third within fifteen appraiser who shall also have at least (1510) days of years real estate appraisal experience in the date on which such appraisers have been appointedBellevue real estate market, or if either LESSOR or LESSEE shall fail to appoint an appraiser within set the time provided, such appraiser shall be appointed rent for the option period(s). The rent established by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall will be shared equally binding on Lessor and Lessee and will be no less than the rent proposed by LESSOR Lessee and LESSEEno higher than the rent proposed by Lessor. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days The total cost of all of the appointment appraiser's fees will be the responsibility of the third appraiser, party whose proposed rental rate is farthest from that of the fair market effective rent shall be that determined final rental rate established by the appraiser not selected by either LESSOR or LESSEEappraisers.
Appears in 2 contracts
Sources: Industrial Lease (Icos Corp / De), Industrial Lease (Icos Corp / De)
Option to Extend. On the conditions Provided that (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any timea) that LESSEE this Lease is in full force and effect and Tenant is not in default of its covenants and obligations under the Lease beyond any applicable notice and cure periods, both as periods under any of the other terms and conditions of this Lease at the time of exercise of the Option to Extend, as hereinafter definednotification and commencement, and at the commencement of the Extension Period(b) Reveal Imaging Technologies, as hereinafter definedInc. has not assigned this Lease except to a Permitted Transferee, then LESSEE Tenant shall have the right one (1) option to extend the term hereof (the “Option to Extend”) this Lease for one additional a term of five years, ending on March 31, 2019 (5) years (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension NoticeTerm”) on or before the same terms and conditions set forth in the Lease, except as modified by the terms, covenants and conditions as set forth below:
40.1 If Tenant elects to exercise said option, then Tenant shall provide Landlord with written notice no earlier than the date which is fifteen (15) months prior to the Termination Date, but no less later than the date which is twelve (12) months prior to the expiration Termination Date. If Tenant fails to provide such written notice, Tenant shall have no further or additional right to extend or renew the term of the then Lease.
40.2 The Annual Rent and Monthly Installment in effect as of the day immediately preceding the Termination Date shall be increased to reflect the current fair market rental for comparable space in the Building and in other similar buildings in the same rental market as of the date the Extension Term is to commence, taking into account the specific provisions of the Lease which will remain constant. Landlord shall advise Tenant of the new Annual Rent and Monthly Installment for the Premises no later than thirty (30) days after receipt of Tenant’s notice to extend the Term. Such Extension Period shall be upon Said notification of the same terms new Annual Rent and conditions of this Lease, except that the Base Rent payable shall be set at the then Monthly Installment may include a provision for its escalation to provide for a change in fair market effective rent for rental between the Leased Premises. In no event, however, shall time of notification and the Base Rent be less than the then-current Base Rent at the expiration commencement of the current Termextension term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent If Tenant and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE Landlord are unable to agree on said fair market effective rent within thirty a mutually acceptable rental rate not later than ninety (3090) days following Tenant’s notice to Landlord to extend the Term (the “Rescission Deadline”) then Tenant may rescind such notice to extend by providing Landlord with written notice of such rescission on or before the date of the Extension Notice, said fair market effective rent shall be conclusively determined by which is three (3) appraisers. Within fifteen business days following such Rescission Deadline (15the “Rescission Notice Deadline”) days or, at Tenant’s option (which will be deemed to have been chosen if Tenant fails to provide Landlord with such notice of rescission on or before the expiration of such thirty (30) day periodRescission Notice Deadline), LESSOR Landlord and LESSEE Tenant shall each select an appraiserappoint a qualified MAI appraiser doing business in the area, who in turn those two (2) independent MAI appraisers shall select a third. Should the two appraisers fail to agree on appoint a third within fifteen (153rd) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an MAI appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser majority shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree decide upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent rental for the Premises as of the Termination Date. Landlord and Tenant shall equally share in the expense of this appraisal.
40.3 This option is not transferable except to a Permitted Transferee; the parties hereto acknowledge and agree that they intend that the aforesaid option to extend this Lease shall be “personal” to Tenant as set forth above and that determined by in no event will any assignee or sublessee other than a Permitted Transferee have any rights to exercise the appraiser not selected by either LESSOR or LESSEEaforesaid option to extend.
Appears in 2 contracts
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any timea) that LESSEE Provided Tenant is not then in default of its covenants and obligations under the Lease beyond applicable notice and cure periodshereunder, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right option to extend the term hereof Term of this Lease for the following extended terms:
(the “Option to Extend”i) for one An additional term of five years, ending (5) years (“First Extended Term”) commencing on March 31, 2019 the day immediately following the Expiration Date of the initial Term of this Lease (the “Extension Period’First Extended Term Commencement Date”); and
(ii) Provided the Term has been extended for the First Extended Term, to commence an additional term of five (5) years (“Second Extended Term”) commencing on the day immediately upon following the expiration end of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR First Extended Term (the “Extension NoticeSecond Extended Term Commencement Date”). Each of the First Extended Term Commencement Date and the Second Extended Term Commencement Date is herein called an “Extended Term Commencement Date.”
(b) on or before Each option to extend shall be exercisable by written notice from Tenant to Landlord of Tenant’s intent to exercise its election for said option given not later than the date which no less than twelve is Nine (129) months prior to the expiration pertinent Extended Term Commencement Date and not earlier than the date which is fourteen (14) months prior to the pertinent Extended Term Commencement Date. If Tenant fails to timely give notice of its intent to exercise the applicable option, said option shall thereupon expire and, if the notice of intent to exercise an applicable option is not timely given or if given but subsequently rescinded in accordance with subsection (e) below, the option to extend for any subsequent extension terms as described above shall also thereupon expire. The option to extend is intended only for the benefit of Tenant and may only be exercised by it if the Premises are occupied by Tenant and it has not assigned this Lease or sublet any portion of the then current Premises, unless assignee is a subsidiary of Invensys or if and as allowed hereunder. Without limitation of the foregoing, no sublessee or assignee shall be entitled to exercise any right hereunder.
(c) Rent per square foot of rentable area of the Premises payable during the First Extended Term and during the Second Extended Term shall be equal to 95% Prevailing Market Rate (as hereinafter defined) if no broker is involved in transaction and 100% of Prevailing Market Rent if a broker is involved with respect to each the First Extended Term, and the Second Extended Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE Landlord shall, during the Extension Period, continue in response to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of Landlord’s receipt of Tenant’s notice of intent to exercise the date option for the First Extended Term, and if applicable for the Second Extended Term, provide Tenant with its determination of the Extension NoticePrevailing Market Rate. The term “Prevailing Market Rate” shall mean the then prevailing annual rental rate per square foot of rentable area, said fair market effective rent shall be conclusively as reasonably determined in good faith by three (3) appraisersLandlord, for space in comparable buildings in the ▇▇▇▇▇▇▇ Park area which has been built out for occupancy, comparable in area and location to the space of which such rental rate is being determined, being leased for a duration comparable to the First Extended Term and the Second Extended Term for terms commencing on or about the Extended Term Commencement Date for the First Extended Term and the Second Extended Term. Within fifteen (15) days The determination of the expiration of such thirty (30) day periodPrevailing Market Rate shall take into consideration rental concessions and abatements, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days “as is” condition of the date on which such appraisers have been appointedPremises, or if either LESSOR or LESSEE shall fail moving expense reimbursements, base years for escalation purposes, other adjustments to appoint an appraiser within the time providedbase rental, such appraiser shall be appointed by the American Institute of Appraisersand other comparable factors. Each party shall bear the cost The components of the appraiser selected by Prevailing Market Rate may include, among the other then prevailing components of rent: a fixed annual rent (such partyas Base Rent), real estate taxes and the cost of the third appraiser shall be shared equally by LESSOR other expenses and LESSEE. If the three appraisers are unable increases to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEadjust for inflation.
Appears in 2 contracts
Sources: Lease Agreement, Industrial Building Lease Agreement (Entorian Technologies Inc)
Option to Extend. On Subject to the terms and conditions (which conditions LESSOR set forth below, Tenant may waive, at its electionoption extend the Term of this Lease for One (1) period of TEN (10) years. Such period is called the “Renewal Term.” The Renewal Term shall be upon the same terms contained in this Lease, by except that (i) Landlord shall have no obligation to provide Tenant with any Tenant Improvement Allowance or demolition in connection with the Renewal Term, (ii) the Base Rental during the Renewal Term shall be calculated as set forth below, and (iii) any reference in the Lease to the “Term” of the Lease shall be deemed to include the Renewal Term and apply thereto, unless it is expressly provided otherwise. Tenant shall have no additional extension options. The Base Rent during the Renewal Term shall be at the then Fair ▇▇▇▇▇▇ Rate (defined hereinafter) for such space for a term commencing of the first day of the Renewal Term. “Market Rate” shall mean the then prevailing market rate for a comparable term commencing on the first day of the Renewal Term for tenants of comparable size and creditworthiness for comparable space in the Building and other Office buildings in the Alameda Area. In no event shall the Base Rent payable during the first (1st) year of the Renewal Term be less than the Base Monthly Rent of January 2025. Base Rent during the Renewal Term shall increase at four percent (4%) per year. To exercise any option, Tenant must deliver a binding written notice to LESSEE at any time) that LESSEE is Landlord not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less sooner than twelve (12) months nor later than six (6) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions Initial Term of this Lease. Thereafter, except that the Base Rent payable Market Rate for the Renewal Term shall be set at the then fair market effective rent for the Leased Premises. In no event, however, calculated by Landlord and Landlord shall the Base Rent be less than the then-current Base Rent at the expiration inform Tenant of the current TermMarket Rate. For If the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to parties cannot agree on said fair market effective rent the Market Rate within thirty (30) days following Landlord’s delivery of a statement of Fair Market Rent, the date of the Extension Noticeparties shall each, said fair market effective rent shall be conclusively determined by three within ten (310) appraisers. Within fifteen (15) business days of following the expiration of such thirty (30) day period, LESSOR appoint a real estate broker (with at least 10 years experience in office leasing in Alameda) to determine the Market Rate, and LESSEE each such broker will deliver its determination within ten (10) additional business days. If the lower of the two is within 90% of the higher of the two valuations, then the Market Rent shall each be the average of the two. If a party fails to timely designate a broker, the broker designated by the other party will determine the Market Rate. If the lower of the two valuations Is less than 90% of the higher valuation, then the two brokers/appraisers originally selected by the parties shall, within five (5) business days, select an a third broker/appraiser and shall present their final determinations of Market Rate to the third broker/appraiser, who and the third broker/appraiser shall select a thirdpick one of those two as being the Market Rate. Should the two appraisers fail to agree on a third within fifteen (15) days The determination of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such third broker/appraiser shall be appointed by binding on the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEparties. If the three appraisers are unable Tenant falls to agree upon such fair market effective rent within fifteen (15) days timely give its notice of the appointment of the third appraiserexercise, the fair market effective rent shall Tenant will be that determined by the appraiser not selected by either LESSOR or LESSEEdeemed to have waived its option to extend.
Appears in 2 contracts
Sources: Lease (Penumbra Inc), Lease Agreement (Penumbra Inc)
Option to Extend. On Subject to the terms and conditions (which conditions LESSOR set forth below, Tenant may waive, at its electionoption extend the Terms of this Lease for One (1) period of three (3) years. Such period is called the “Renewal Term.” The Renewal Term shall be upon the same terms contained in this Lease, by except that (i) Landlord shall have no obligation to provide Tenant with any Tenant Improvement Allowance or demolition in connection with the Renewal Term, (ii) the Base Rental during the Renewal Term shall be calculated as set forth below, and (iii) any reference in the Lease to the “Term” of the Lease shall be deemed to include the Renewal Term and apply thereto, unless it is expressly provided otherwise. Tenant shall have no additional extension options. The Base Rent during the Renewal Term shall be at the then fair market rate (defined hereinafter) for such space for a term commencing of the first day of the Renewal Term. “Market Rate” shall mean the then prevailing market rate for a comparable term commencing on the first day of the Renewal Term for tenants of comparable size and creditworthiness for comparable space in the Building and other R&D/Office buildings in the East Embarcadero area of Palo Alto Area. In no event shall the rent be less than the 60th month’s rent. To exercise any option, Tenant must deliver a binding written notice to LESSEE at any timeLandlord not sooner than ten (10) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof months nor later than three (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (123) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions initial Term of this Lease. Thereafter, except that the Base Rent payable Market Rate for the Renewal Term shall be set first determined by Landlord and Landlord shall inform Tenant of the Landlord’s opinion of Market Rate. If the parties cannot agree on the Market Rate, the parties shall each appoint a real estate broker or appraiser (with at least 10 years experience in R&D leasing in Silicon Valley) to determine the Market Rate. If the lower of the two is within 95% of the higher of the two valuations, then fair market effective rent for the Leased PremisesMarket Rent shall be the average of the two. In no event, however, shall If the Base Rent be lower of the two valuations is less than the then-current Base Rent at the expiration 95% of the current Termhigher valuation, then the two brokers/appraisers originally selected by the parties shall select a third broker/appraiser who shall present their final determination of Market Rate to the third broker/appraiser, and the third broker/appraiser shall pick one of those two as being the Market Rate. For The determination of the purpose of this Section, fair third broker/appraiser shall be binding on the parties. The market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space be determined within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) 60 days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days Tenant’s exercise of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEits option. If the three appraisers are unable Tenant fails to agree upon such fair market effective rent within fifteen (15) days timely give its notice of the appointment of the third appraiserexercise, the fair market effective rent shall Tenant will be that determined by the appraiser not selected by either LESSOR or LESSEEdeemed to have waived its option to extend.
Appears in 2 contracts
Sources: Standard Industrial/Commercial Single Tenant Lease Modified Net (Ooma Inc), Standard Industrial/Commercial Single Tenant Lease Modified Net (Ooma Inc)
Option to Extend. On Lessor hereby grants to Lessee two (2) options to extend the Term of this Lease for five (5) years each for all but not part of the Premises subject to the following conditions (which conditions LESSOR may waiveprovided, at its election, by that in no event shall Lessee have any option to extend this Lease or occupy any portion of the Premises beyond the current term of the DNR Ground Lease).
(a) Lessee shall provide Lessor written notice of Lessee's election to LESSEE at any timeexercise an option not later than two hundred ten (210) that LESSEE is days and not in default sooner than two hundred and forty (240) days prior to the then-effective expiration date of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE this Lease. Lessee shall not have the right to extend exercise the term hereof (second extension option unless it has duly exercised the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (first extension option and is occupying the “Extension Period’), to commence immediately upon Premises at the expiration end of the then current first extended term.
(b) These options are personal to Lessee and may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity other than Lessee, except to permitted assignees under Section 19.3 of the Lease or to other assignees, transfers to whom Lessor has granted its consent pursuant to Section 19. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (Notwithstanding any provision in the “Extension Notice”) on or before the date which no less than twelve (12) months prior grant of this option to the expiration contrary, Lessee shall have no right to exercise any option at any time (i) after which a non-curable default has occurred or after Lessee has received notice of a curable default which has not been cured, or (ii) in the then current Term. Such Extension Period shall be upon event that there have been three or more material, curable defaults under the same Lease, whether or not cured.
(c) All terms and conditions of this LeaseLease shall apply to each extended term, except that the for Base Rent payable Rent, which shall be set Basic Rent during the applicable extended term shall be Fair Market Rental Value.
(1) The term "Fair Market Rental Value" shall be the rental rate that comparable Premises for the same term of the applicable extended term would command on the open market at the then fair market effective rent for the Leased Premises. In no eventtime of commencement thereof, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Termas determined jointly by Lessor and Lessee. For purposes hereof, the purpose of this Section, fair market effective rent term "comparable Premises" shall mean premises similar in size and location to the Base Rent plus such additional financial terms in the nature Premises with similar improvements and amenities, including any improvements installed upon Lessee's initial occupancy of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEPremises.
Appears in 2 contracts
Sources: Lease (Infospace Inc), Lease Agreement (Go2net Inc)
Option to Extend. On Provided that the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE Tenant is not in default pursuant to the terms of its covenants and obligations under the Lease beyond applicable notice at the relevant time and cure periods, both as provided that Tenant has not effected any assignment of this Lease or sublet any part of the time of exercise of Leased Premises, the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right option to extend the term hereof Term of the Lease (the “Option to Extend”) for one an additional term of five years, ending on March 31, 2019 (5) years (the “Extension Period’Term”), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend be exercised by giving prior written notice to LESSOR (the “Extension Notice”) on or before the date which Landlord given no less later than twelve (12) months but no earlier than eighteen (18) months prior to the expiration expiry date of the then current Term. Such Extension Period Lease, whereupon the Lease shall be upon extended for such additional period on the same terms and conditions of this Leaseconditions, except that the Base Rent payable that:
(i) there shall be set no further option to extend or right to renew the Lease;
(ii) there shall be no pre-occupancy periods, free rent period, rental credit, allowances or leasehold improvements to be effected by Landlord or other inducements whatsoever;
(iii) the Tenant shall accept the Leased Premises “as is, where is” without any work to be performed by Landlord; and
(iv) the annual rate of Basic Rent during the Extension Term shall be at the then fair current market effective rent rental, for similar space as the Leased Premises in similar buildings in the vicinity of the Building but shall not be less than the Basic Rent payable by the Tenant during the last year of the initial Term of the Lease. In the event Tenant does not exercise its Option to Extend by prior written notice to the Landlord within the prescribed delay indicated above, the Option to Extend will be null and void and of no further effect. The rights granted under this Option to Extend are personal to PHARMASCIENCE INC. and shall subsist and apply so long as PHARMASCIENCE INC. is occupying and operating the entire Leased Premises and has not assigned the Lease or sublet the Leased Premises. These rights may not be transferred or assigned by the Tenant. In no event, however, shall the Base event that the parties fail for any reason to agree in writing on the Basic Rent to be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, applied during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by Term at least three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day periodmonths prior to its commencement, LESSOR Landlord and LESSEE shall each select an appraiserTenant will, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of thereafter, exchange final sealed written offers, each quoting the date on annual Basic Rent which the party who makes the offer considers to be applicable for the Extension Term. If a party fails to submit its offer within such appraisers have been appointeddelay, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed offer submitted by the American Institute of Appraisers. Each other party shall bear will prevail for all intents and purposes in order to determine the cost of the appraiser selected by Basic Rent to apply during such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEExtension Term. If the three appraisers are unable Tenant’s offer exceeds Landlord’s offer, then the offer submitted by Tenant will prevail for all intents and purposes in order to agree upon determine the Basic Rent to apply during such fair market effective rent Extension Term. If Landlord’s offer does not exceed Tenant’s offer by more than ten percent (10%) then the Basic Rent in question will be the arithmetic average of Landlord’s and Tenant’s offered annual rental rates. If Landlord’s offer exceeds Tenant’s offer by more than ten percent (10%), Tenant will have the right, within ten (10) days after the expiration of such fifteen (15) days day delay, to either advise Landlord in writing that it has elected to withdraw its offer and has accepted Landlord’s offer, to proceed with arbitration or to cancel its Option to Extend and vacate the Leased Premises at the expiry date of the appointment of Term, without any further right or recourse by one party against the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEother.
Appears in 2 contracts
Sources: Lease (Repare Therapeutics Inc.), Lease (Repare Therapeutics Inc.)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE a. If Tenant is not and has not been in default of its covenants any term or provision of this Lease and obligations under the has not Transferred this Lease beyond applicable notice and cure periods, both as or any of the time of exercise of Premises or agreed to do so in the Option to Extendfuture, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have one (1) option (the right “Extension Option”) to extend the term hereof (Term with respect to the “Option to Extend”) entirety of the Premises for one an additional term period of five years, ending on March 31, 2019 (5) years commencing when the initial Term expires (the “Extension Period’”), solely in accordance with the terms of this section, and subject to commence immediately upon the expiration of following conditions: (i) the then current term. LESSEE may exercise such Extension Option to Extend shall be exercised, if at all, by giving written notice of exercise delivered to LESSOR (the “Extension Notice”) on or before the date which no Landlord by Tenant not less than twelve three (123) months prior to the expiration of the then current initial Term. Such ; (ii) Tenant shall accept the Premises on an “AS-IS” basis; (iii) the extension shall be on the same terms and conditions as this Lease, except as to the amount of Base Rent and that there shall be no further Extension Options; and (iv) if Tenant is in default under any of the terms, covenants or conditions of this Lease, either at the time Tenant exercises the Extension Option or at any time thereafter prior to or upon the commencement date of the Extension Period, Landlord shall have, in addition to all of Landlord’s other rights and remedies, the right to terminate the Extension Option upon notice to Tenant.
b. If the Extension Option is exercised in a valid and timely fashion, the Term shall be extended for the term of the Extension Period shall be upon all of the same terms and conditions of this Lease, except that the Base Rent payable for the Extension Period shall be set at the then fair market effective rent “Fair Market Rent” for the Leased Premises. In no eventPremises for the Extension Term, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Termas determined as set forth below. For the purpose of this Sectionpurposes hereof, fair market effective rent “Fair Market Rent” shall mean the Base Rent plus such additional financial terms in then prevailing fair market monthly rental rate for the nature Premises, including applicable rent escalations, based on a lease of rent space of similar age, construction, size, level of improvement and rent adjustments customarily then being location as the Premises, including the services and costs included in leases for this Lease, and adjusted to reflect that no free rent, tenant improvement allowance or similar space within the greater Waltham area. LESSEE shall, concessions are being provided to Tenant during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.
Appears in 2 contracts
Sources: Lease (Protagonist Therapeutics, Inc), Lease (Protagonist Therapeutics, Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right option to extend the term hereof this Lease for two (2) additional five (5) year term(s) (the “"Option Terms") upon the same conditions applicable to Extend”the Primary Term. However, during each Option Term the rent for the first three (3) years shall be four percent (4%) over the rent payable in the year immediately preceding such Option Term, and the rent for one additional the fourth and fifth years shall be three percent (3%) over the rent payable in the third year of such Option Term. Whenever the terms "Lease term" or "term of five yearsthis Lease" are used in this Lease, ending on March 31, 2019 they shall refer to the Primary Term and any Option Term for which Tenant has exercised its option to extend. Tenant may exercise any option to extend this Lease by giving notice in writing to Landlord not less than one hundred eighty (the “Extension Period’), to commence immediately upon 180) days before the expiration of the then current termPrimary Term or any prior Option Term, as the case may be. LESSEE may exercise such Option Landlord covenants and agrees to Extend by giving give Tenant written notice to LESSOR (the “Extension Notice”) on or before of the date by which no less such option must be exercised at least twenty (20) but not more than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days prior to when such option needs to be exercised. Tenant shall not be entitled to exercise any option to extend this Lease if Landlord's notice was given as required but Tenant's notice is not given as required herein or if the Tenant is in default of the date this Lease pursuant to Section 21 hereof beyond any applicable notice and grace period, or if Tenant has been ten (10) or more days late in payment of the Extension Notice, said fair market effective its rent shall be conclusively determined by and has not cured such late payments within ten (10) days after written notice on more than three (3) appraisers. Within fifteen (15) days occasions during any year of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEthis Lease.
Appears in 2 contracts
Sources: Lease Agreement (Quinton Cardiology Systems Inc), Lease Agreement (Spacelabs Medical Inc)
Option to Extend. On (a) Landlord hereby grants Tenant a single option to extend the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default Term of its covenants and obligations under the Lease beyond applicable notice for an additional period of five (5) years (such period may be referred to as the “Option Term”), as to the entire Premises as it then exists, upon and cure periodssubject to the terms and conditions of this Section (the “Option To Extend”), both as of and provided that at the time of exercise of such option (and each Option, if more than one Option is granted): (i) Tenant or a Permitted Transferee which has satisfied the Option to Extendrequirements of Sections 10.01 and 10.05 of the Lease must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of the entire Premises; and (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as hereinafter definedcertified by Tenant’s independent certified public accountants, and at as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder. Without limiting the commencement generality of the Extension Periodforegoing, as hereinafter defined, then LESSEE shall have the right to extend the term hereof Landlord may reasonably conclude there has been a material adverse change if Tenant’s independent certified public accountants do not certify there has been no such change.
(b) Tenant’s election (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Election Notice”) on or before to exercise the Option To Extend must be given to Landlord in writing no earlier than the date which no less than is twelve (12) months prior to the Expiration Date and no later than the date which is nine (9) months prior to the Expiration Date. If Tenant either fails or elects not to exercise the Option to Extend by not timely giving its Election Notice, then the Option to Extend shall be null and void, including, if more than one Option is granted, the then applicable Option to Extend and all further Options to Extend.
(c) The Option Term (and each Option Term, if more than one Option is granted) shall commence immediately after the expiration of the then current Termpreceding Term of the Lease. Such Extension Period Tenant’s leasing of the Premises during the Option Term shall be upon and subject to the same terms and conditions contained in the Lease except that (i) Tenant shall pay the “Option Term Rent”, defined and determined in the manner set forth in the immediately following Subsection; (ii) the Security shall be increased to an amount that is the same percentage or proportion of this LeaseOption Term Rent as the prior amount of Security was in relation to Rent for the Term prior to the Option Term, but in no event shall the Security be decreased; and (iii) Tenant shall accept the Premises in its “as is” condition without any obligation of Landlord to repaint, remodel, repair, improve or alter the Premises or to provide Tenant any allowance therefor, except that to the Base Rent payable shall be set at extent tenants leasing space in Comparable Transactions receive an allowance pursuant to the then fair market effective rent for the Leased Premises. In no eventdefinition of Fair Market Rental Rate defined in Exhibit F hereto, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable Landlord by notice given to agree on said fair market effective rent Tenant within thirty (30) days after final determination of the date Fair Market Rental Rate, may elect to provide, in lieu of such allowance for alterations to the Offer Space, a rent credit equal to the amount of the Extension Noticeallowance that would have otherwise been given, said fair market effective credited toward the rents applicable only to the Offer Space and due starting after such rent obligation commences. If Tenant timely and properly exercises the Option To Extend, references in the Lease to the Term shall be conclusively determined deemed to mean the preceding Term as extended by three the Option Term unless the context clearly requires otherwise.
(3d) appraisersThe Option Term Rent shall mean the sum of the Monthly Base Rent at the Fair Market Rental Rate (as defined in Exhibit F) plus Rent Adjustments and/or certain Operating Expenses (if applicable, based upon a step-up to change the base year or base amount for calculation of Operating Expenses in connection with determination of the Fair Market Rental Rate) plus other charges pursuant to the Lease payable to Landlord. The determination of Fair Market Rental Rate and Option Term Rent shall be made by Landlord, in the good faith exercise of Landlord’s business judgment. Within fifteen forty-five (1545) days after Tenant’s exercise of the expiration Option To Extend, Landlord shall notify Tenant of such thirty (30) day periodLandlord’s determination of the Fair Market Rental Rate and Option Term Rent for the Premises. Tenant may, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of after receipt thereof, deliver to Landlord a written notice either: (i) accepting Landlord’s determination, in which case the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser extension shall be appointed by effective and binding (subject to Subsection (f) below) at the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such partyaccepted rate; or (ii) setting forth Tenant’s good faith estimate, in which case Landlord and the cost of the third appraiser shall be shared equally by LESSOR Tenant will promptly confer and LESSEE. If the three appraisers are unable attempt to agree upon the Fair Market Rental Rate and Option Term Rent. Tenant’s failure to timely deliver such fair market effective rent notice within such fifteen (15) days day period shall be deemed its cancellation of the appointment Option. In the event Tenant has delivered notice setting forth Tenant’s different estimate, but no agreement in writing between Tenant and Landlord on Fair Market Rental Rate and Option Term Rent is reached within thirty (30) days after Landlord’s receipt of Tenant’s estimate, the Fair Market Rental Rate shall be determined in accordance with the terms of Exhibit F. Notwithstanding any of the third appraiserforegoing to the contrary, at no time during the Option Term shall the Option Term Rent be less than the “Preceding Rent” (defined below). The Preceding Rent shall mean the sum of the Monthly Base Rent payable by Tenant under this Lease calculated at the rate applicable for the last full month of the Term preceding the Option Term plus the Rent Adjustments payable by Tenant under the Lease (if applicable, using the base year for calculation of Base Operating Expenses applicable for the last full month of the Term preceding the Option Term), plus other charges pursuant to the Lease payable to Landlord. To the extent that Tenant pays directly the utility or service provider for utilities or services which Tenant is to obtain directly pursuant to the Lease, Tenant shall continue to pay such amounts, but such amounts shall not be counted as part of the Preceding Rent or the Fair Market Rental Rate as used herein. Further, in the event that Landlord notifies Tenant that the Option Term Rent shall equal the Preceding Rent, such determination shall be conclusive and binding to set the Preceding Rent as the Option Term Rent for the Option Term, Tenant shall not be entitled to dispute or contest such determination, and the extension shall be effective and binding (subject to Subsection (f) below).
(e) Promptly after final determination of the Fair Market Rental Rate, Landlord shall prepare a memorandum confirming the specific dates, amounts and terms of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend, in the form of an amendment to the Lease, and Tenant shall execute such amendment within five (5) business days after Landlord and Tenant agree to the form of the proposed amendment and Landlord shall execute it promptly after Tenant. Notwithstanding any of the foregoing to the contrary, the fair market effective rent failure of Landlord to prepare such amendment or of either party to execute an amendment shall not affect the validity and effectiveness of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend.
(f) Upon the occurrence of any of the following events, Landlord shall have the option, exercisable at any time prior to commencement of the Option Term, to terminate all of the provisions of this Section with respect to the Option to Extend, whereupon any prior or subsequent exercise of this Option to Extend shall be of no force or effect:
(i) Tenant’s failure to timely exercise or timely to perform the Option to Extend in strict accordance with the provisions of this Section.
(ii) The existence at the time Tenant exercises the Option to Extend or at the commencement of the Option Term of a Default on the part of Tenant under the Lease or of any state of facts which with the passage of time or the giving of notice, or both, would constitute such a Default.
(iii) Tenant’s third Default under the Lease prior to the commencement of the Option Term, notwithstanding that determined by all such Defaults may subsequently be cured.
(g) Without limiting the appraiser generality of any provision of the Lease, time shall be of the essence with respect to all of the provisions of this Section.
(h) This Option to Extend is personal to Genomic Health and may not selected by either LESSOR be used by, and shall not be transferable or LESSEEassignable (voluntarily or involuntarily) to any person or entity other than a Permitted Transferee which is an assignee of the Lease and which has satisfied the requirements of Sections 10.01 and 10.05 of this Lease, and such Permitted Transferee may exercise the right without Tenant joining in or consenting to such exercise, and notwithstanding anything to the contrary, Tenant shall remain liable for all obligations under the Lease, including those resulting from any such exercise with the same force and effect as if Tenant had joined in such exercise.
Appears in 2 contracts
Sources: Lease (Genomic Health Inc), Lease Agreement (Genomic Health Inc)
Option to Extend. On (a) Landlord hereby grants Tenant a single option to extend the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default Term of its covenants and obligations under the Lease beyond applicable notice for an additional period of five (5) years (such period may be referred to as the “Option Term”), as to the entire Premises as it then exists, upon and cure periodssubject to the terms and conditions of this Section (the “Option To Extend”), both as of and provided that at the time of exercise of such option (and each Option, if more than one Option is granted): (i) Tenant must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of at least seventy-five percent (75%) of the Option to ExtendPremises; and (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as hereinafter definedcertified by Tenant’s chief executive officer or chief financial officer, and at as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder. Without limiting the commencement generality of the Extension Periodforegoing, as hereinafter defined, then LESSEE shall have the right to extend the term hereof Landlord may reasonably conclude there has been a material adverse change if Tenant’s chief executive officer or chief financial officer do not certify there has been no such change.
(b) Tenant’s election (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Election Notice”) on or before to exercise the Option To Extend must be given to Landlord in writing no earlier than the date which no less than is twelve (12) months prior to the Expiration Date and no later than the date which is nine (9) months prior to the Expiration Date. If Tenant either fails or elects not to exercise the Option to Extend by not timely giving its Election Notice, then the Option to Extend shall be null and void, including, if more than one Option is granted, the then applicable Option to Extend and all further Options to Extend.
(c) The Option Term (and each Option Term, if more than one Option is granted) shall commence immediately after the expiration of the then current Termpreceding Term of the Lease. Such Extension Period Tenant’s leasing of the Premises during the Option Term shall be upon and subject to the same terms and conditions contained in the Lease except that (i) Tenant shall pay the “Option Term Rent”, defined and determined in the manner set forth in the immediately following Subsection; (ii) the Security Deposit shall be increased to an amount that is the same percentage or proportion of this LeaseOption Term Rent as the prior amount of Security Deposit was in relation to Rent for the Term prior to the Option Term, but in no event shall the Security Deposit be decreased; and (iii) Tenant shall accept the Premises in its “as is” condition without any obligation of Landlord to repaint, remodel, repair, improve or alter the Premises or to provide Tenant any allowance therefor, except that to the Base Rent payable shall be set at extent tenants leasing space in Comparable Transactions receive an allowance pursuant to the then fair market effective rent for the Leased Premises. In no eventdefinition of Fair Market Rental Rate defined in Exhibit D hereto, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable Landlord by notice given to agree on said fair market effective rent Tenant within thirty (30) days after final determination of the date Fair Market Rental Rate, may elect to provide, in lieu of such allowance for alterations to the Premises, a rent credit equal to the amount of the Extension Noticeallowance that would have otherwise been given, said fair market effective credited toward the rents applicable only to the Premises and due starting after such rent obligation commences. If Tenant timely and properly exercises the Option To Extend, references in the Lease to the Term shall be conclusively determined deemed to mean the preceding Term as extended by three the Option Term unless the context clearly requires otherwise.
(3d) appraisersThe Option Term Rent shall mean the sum of the Monthly Base Rent at the Fair Market Rental Rate (as defined in Exhibit D) plus Rent Adjustments and/or certain Operating Expenses (if applicable, based upon a step-up to change the base year or base amount for calculation of Operating Expenses in connection with determination of the Fair Market Rental Rate) plus other charges pursuant to the Lease payable to Landlord. The determination of Fair Market Rental Rate and Option Term Rent shall be made by Landlord, in the good faith exercise of Landlord’s business judgment. Within fifteen forty-five (1545) days after Tenant’s exercise of the expiration Option To Extend, Landlord shall notify Tenant of such thirty (30) day periodLandlord’s determination of the Fair Market Rental Rate and Option Term Rent for the Premises. Tenant may, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of after receipt thereof, deliver to Landlord a written notice either: (i) accepting Landlord’s determination, in which case the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser extension shall be appointed by effective and binding (subject to Subsection (f) below) at the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such partyaccepted rate; or (ii) setting forth Tenant’s good faith estimate, in which case Landlord and the cost of the third appraiser shall be shared equally by LESSOR Tenant will promptly confer and LESSEE. If the three appraisers are unable attempt to agree upon the Fair Market Rental Rate and Option Term Rent. Tenant’s failure to timely deliver such fair market effective rent notice within such fifteen (15) days day period shall be deemed its cancellation of the appointment Option. In the event Tenant has delivered notice setting forth Tenant’s different estimate, but no agreement in writing between Tenant and Landlord on Fair Market Rental Rate and Option Term Rent is reached within thirty (30) days after Landlord’s receipt of Tenant’s estimate, the Fair Market Rental Rate shall be determined in accordance with the terms of Exhibit D. The Preceding Rent shall mean the sum of the third appraiserMonthly Base Rent payable by Tenant under this Lease calculated at the rate applicable for the last full month of the Term preceding the Option Term plus the Rent Adjustments payable by Tenant under the Lease (if applicable, using the base year for calculation of Base Operating Expenses applicable for the last full month of the Term preceding the Option Term), plus other charges pursuant to the Lease payable to Landlord. To the extent that Tenant pays directly the utility or service provider for utilities or services which Tenant is to obtain directly pursuant to the Lease, Tenant shall continue to pay such amounts, but such amounts shall not be counted as part of the Preceding Rent or the Fair Market Rental Rate as used herein.
(e) Promptly after final determination of the Fair Market Rental Rate, Landlord shall prepare a memorandum confirming the specific dates, amounts and terms of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend, in the form of an amendment to the Lease, and Tenant shall execute such amendment within five (5) business days after Landlord and Tenant agree to the form of the proposed amendment and Landlord shall execute it promptly after Tenant. Notwithstanding any of the foregoing to the contrary, the fair market effective rent failure of Landlord to prepare such amendment or of either party to execute an amendment shall not affect the validity and effectiveness of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend.
(f) Upon the occurrence of any of the following events, Landlord shall have the option, exercisable at any time prior to commencement of the Option Term, to terminate all of the provisions of this Section with respect to the Option to Extend, whereupon any prior or subsequent exercise of this Option to Extend shall be of no force or effect:
(i) Tenant’s failure to timely exercise or timely to perform the Option to Extend in strict accordance with the provisions of this Section.
(ii) The existence at the time Tenant exercises the Option to Extend or at the commencement of the Option Term of a Default on the part of Tenant under the Lease or of any state of facts which with the passage of time or the giving of notice, or both, would constitute such a Default.
(iii) Tenant’s third Default under the Lease prior to the commencement of the Option Term, notwithstanding that determined by all such Defaults may subsequently be cured.
(g) Without limiting the appraiser generality of any provision of the Lease, time shall be of the essence with respect to all of the provisions of this Section.
(h) This Option to Extend is personal to Guardant Health, Inc., a Delaware corporation, and may not selected by either LESSOR be used by, and shall not be transferable or LESSEEassignable (voluntarily or involuntarily) to any person or entity except with respect to an assignment or sublease to a Permitted Transferee in accordance with the provisions of Section 10.01(e).
Appears in 2 contracts
Sources: Lease Agreement (Guardant Health, Inc.), Lease Agreement (Guardant Health, Inc.)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any timea) Sublandlord and Subtenant acknowledge that LESSEE is not in default of its covenants and obligations Sublandlord presently has options under the Prime Lease to extend the term of the Prime Lease for up to six (6) successive extended terms of 5 years each or two (2) extended terms of 15 years (the “Existing Prime Lease Extension Options”). Provided that (i) this Sublease and the Prime Lease are then each in full force and effect, (ii) Subtenant shall not be in monetary or material non-monetary default under this Sublease beyond the expiration of any applicable notice and cure periods, both as of periods at the time of exercise of when the Option to Extend, applicable Sublease Extension Notice (as hereinafter defined, ) is given and at the commencement expiration of then current term of this Sublease, (iii) Named Subtenant, together with any Permitted Affiliate Subtenants and Sublease Space Occupants, occupies one hundred percent (100%) of the Subleased Premises at the time when the applicable Sublease Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months prior to Notice is given and at the expiration of the then current Term, (iv) Sublandlord elects to exercise the applicable Extension Option under the Prime Lease, in Sublandlord’s sole and absolute discretion, and (v) Sublandlord does not elect to occupy the Subleased Premises or any portion thereof for Sublandlord’s own purposes as provided below, Subtenant shall have the option to extend the Term for a period concurrent with each Existing Prime Lease Extension Option that may be exercised by Sublandlord, subject to the terms hereof (each, a “Sublease Extension Option”). Such If Subtenant desires to exercise any Sublease Extension Period Option, Subtenant shall give written notice thereof (a “Sublease Extension Notice”) by not later than eighteen (18) months prior to the then current Expiration Date. Upon Subtenant’s request thereafter from time to time, Sublandlord shall keep Subtenant reasonably apprised as to whether Sublandlord intends to exercise an Existing Prime Lease Extension Option and, if exercised, whether Sublandlord intends to use the Subleased Premises or any portion thereof for Sublandlord’s own purposes, and Sublandlord shall notify Subtenant of such intentions at least fourteen (14) months prior to the then current Expiration Date. If Subtenant timely gives Sublandlord a Sublease Extension Notice, then Sublandlord shall notify Subtenant within five (5) business days following Sublandlord’s exercise of the applicable Existing Prime Lease Extension Option of Sublandlord’s exercise thereof and whether Subtenant elects to use the Subleased Premises or any portion thereof for its own business purposes during extended Prime Lease Term, and unless Sublandlord elects to use the Subleased Premises or any portion thereof for Sublandlord’s own purposes, then the Term shall be automatically extended for the period commencing on the date immediately following the then current Expiration Date and ending on the date one month prior to the date of expiration of the term of the Prime Lease, as so extended (a “Sublease Extension Term”).
(b) Each Sublease Extension Term shall constitute an extension of the Term and shall be upon all of the same terms and conditions of this as the existing Term except that (i) Sublandlord shall not be required to furnish any materials or perform any work to prepare the Subleased Premises for Subtenant’s continued occupancy and Sublandlord shall not be required to reimburse Subtenant for any alterations or leasehold improvements made or to be made by Subtenant, and (ii) the Fixed Rent for the Subleased Premises during the applicable Sublease Extension Term shall be payable at the same rate per rentable square foot payable by Sublandlord under the Prime Lease, except that as determined pursuant to the Base Rent payable shall be set Prime Lease.
(c) Sublandlord and Subtenant, at the then fair market effective rent for the Leased Premises. In no event, howeverrequest of either party, shall enter into an agreement confirming any applicable Sublease Extension Term and the Base Fixed Rent be less than with respect thereto, but the then-current Base Rent at failure of either party to do so shall not affect the expiration rights or obligations of the current Term. For the purpose of parties under this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent Sublease.
(d) The rights granted by this Section 35 are personal to Named Subtenant and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEany Permitted Transferee.
Appears in 2 contracts
Sources: Sublease (Pershing Square Holdco, L.P.), Sublease (Pershing Square Holdco, L.P.)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE Provided Tenant is not in default of in its covenants and obligations under the Lease hereunder beyond any applicable notice and cure periodsperiod, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right an option to extend the this Lease for an additional term hereof (the hereinafter referred to as “Option to ExtendExtended Term”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence commencing immediately upon the expiration of the then current terminitial term hereof and continuing for a period of five (5) years, provided that Tenant proceeds strictly in accordance with the provisions of this Section III(c). LESSEE may exercise such Option Not later than two hundred seventy (270) days prior to Extend by giving written notice to LESSOR the last day of the initial term hereof (the “Notice Date”), Tenant shall advise Landlord in writing that Tenant wishes to extend the term of this Lease (hereinafter referred to as “Tenant’s Extension Notice”). If at the time Landlord receives Tenant’s Extension Notice this Lease is in full force and effect without default on the part of the Tenant beyond any applicable cure period, then, during the next thirty (30) days, Landlord shall notify Tenant in writing of the Rent pursuant to Section IV of the Lease which shall be due for the Extended Term. The Rent specified by Landlord shall be that which the Landlord projects will be the fair market rent as of the commencement of the Extended Term, but in no event less than the rent for the last year during the initial term of this Lease. Within three (3) weeks after Landlord has given Tenant notice of the Rent pursuant to Section IV of this Lease for the Extended Term, Tenant shall notify Landlord whether or not it agrees to pay such Rent. If Tenant shall agree in writing to pay such Rent, then this Lease shall be extended for the Extended Term without the execution of any additional documents, and each and every term and condition of this Lease shall apply during the Extended Term except only that the Rent specified in Section IV of this Lease during the Extended Term shall be that agreed upon by Landlord and Tenant, and the phrase “term of this Lease” shall be construed to mean the Extended Term of this Lease. If Tenant shall not agree in writing to pay such Rent, this Lease shall terminate as provided in Section III(a) of this Lease and Tenant shall vacate the Premises on or before such date in accordance with the provisions of this Lease. If Tenant shall fail to give Landlord written notice on or before the Notice Date, as hereinbefore specified, Tenant shall have no right to extend this Lease for the Extended Term, and this Lease shall terminate as provided in Section III(a) of this Lease and Tenant shall vacate the Premises on or before such date which no less than twelve (12) months prior to in accordance with the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions provisions of this Lease, except that unless Tenant shall have elected by written notice to Landlord during said three (3) week period to have the Base Rent payable shall be set at the then fair market effective rent for the Leased PremisesExtended Term determined by the arbitration system described herein. In no eventEach of Landlord and Tenant shall at its own cost and expense retain a real estate broker, howeverwho must have ten (10) years experience in commercial leasing in the greater Boston metropolitan market, shall to determine the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall as of the commencement date of the Extended Term, which appraisals must be agreed upon by LESSOR completed and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent submitted within thirty (30) days of the date commencement of the Extension Noticeappraisal process by Tenant’s notice. If the two appraisals are within ten percent (10%) of each other, said fair market effective the average of the two amounts shall constitute the rent which shall be conclusively determined by three due during the Extended Term. If the two appraisals are not within ten percent (310%) appraisers. Within fifteen of each other, the two brokers shall select a third real estate broker (15) days of who must also possess the expiration of such minimum qualifications described above), who within the next thirty (30) day period, LESSOR days shall select which of the two initial amounts shall constitute the rent which shall be due during the Extended Term. Landlord and LESSEE Tenant shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days bear one-half of the date on which such appraisers have been appointedcost of said third broker. The appraisal process shall be binding upon both Landlord and Tenant, or if either LESSOR or LESSEE and once the process is initiated, Tenant may not withdraw the exercise of the Option to Extend. If Tenant shall fail to appoint an appraiser within give Landlord written notice not less than two hundred seventy (270) days prior to the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost expiration of the appraiser selected by such partyinitial term of this Lease, Tenant shall have no right to extend this Lease for the Extended Term, and this Lease shall terminate as provided in Section III, and Tenant shall vacate the cost Premises on or before such date in accordance with the provisions of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEthis Lease.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement (Faro Technologies Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Borrower shall have the right option to extend the term hereof of the Loan (the “Option to Extend”) for one additional term of five years, ending on March from the Maturity Date to October 31, 2019 (the “Extension Period’Extended Maturity Date”), upon receipt of written notice from Borrower of Borrower’s request to commence immediately exercise the Option to Extend, which notice shall be provided to Lender not more than ninety (90) days but not less than sixty (60) days prior to the Maturity Date, and upon the expiration satisfaction of each of the then current term. LESSEE may following conditions precedent:
a. As of both the Conversion Date (as hereinafter defined) and the Maturity Date, no Default (as hereinafter defined) shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing;
b. Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise such the Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by giving written notice Lender;
c. There shall have occurred no material adverse change, as determined by Lender in its sole discretion, in the financial condition of Borrower or any Guarantor from that which existed as of the later of: (i) the Effective Date; or (ii) the date upon which the financial condition of such party was first represented to LESSOR Lender;
d. Lender shall have determined that the ratio of (x) the total amount due under the Note on the Conversion Date to (y) the appraised “as proposed” value of the Property set forth in the Original Appraisal (as defined in Section 2.1 below), as adjusted by Lender in its sole discretion, does not exceed 65% (the “Extension NoticeConversion LTV”). In the event such “as proposed” value of the Property is not adequate to meet the Conversion LTV, then Borrower may either (i) on immediately pay down the outstanding principal balance of the Loan such that said Conversion LTV is met, or before (ii) deliver to Lender an updated appraisal of the date which no less than twelve (12) months prior Property, at Borrower’s sole cost and expense, indicating, to the expiration reasonable satisfaction of Lender, an “as is” value of the then current TermProperty that is adequate to meet the Conversion LTV, as adjusted by Lender in its sole discretion upon its review of such new appraisal. Such Extension Period The valuation date of such updated appraisal shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date Conversion Date. In the event such “as is” value of the Extension NoticeProperty is not adequate to meet the Conversion LTV, said fair market effective rent then Borrower may immediately pay down the outstanding principal balance of the Loan such that the Conversion LTV is met. Any principal balance reduction shall reduce Lender’s commitment by a like amount and may not be re-borrowed.
e. Guarantor shall reaffirm its obligations under the existing Repayment Guaranty (as defined on Exhibit B attached hereto);
f. The Improvements shall be conclusively 100% complete as determined by an inspection thereof by Lender or Lender’s agents and as evidenced by receipt by Lender of the final certificate of occupancy for the Improvements, in form and substance satisfactory to Lender; and
g. Lender shall have received, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender to the title policies issued by ▇▇▇▇▇▇▇ Title Company in connection with the Loan, including a Down-Date Endorsement pursuant to Procedural Rule P-9b(4), and other endorsements deleting any mechanic’s and materialmen’s lien exceptions and, if applicable, deleting the pending disbursements clause pursuant to Procedural Rule P-8b(2), and, if applicable, a Form T-38 Endorsement pursuant to Procedural Rule P-9b(3), each in form and content satisfactory to Lender, and
h. Borrower shall have reimbursed Lender for all fees and expenses incurred with such Option to Extend, including without limitation, the reasonable fees and expenses of Lender’s counsel, title insurance fees, appraisal fees, inspection fees and reasonable consultant’s fees, regardless of whether the Option to Extend is completed. Except as modified by this Conversion Option, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect; provided, however, that commencing on the first (1st) day of the first (1st) month after the Conversion Date, (i) Borrower shall commence making monthly principal payments with respect to the Loan as provided in the Note, and (ii) interest on the Loan shall accrue at a rate equal to the One-Month Rate (as defined in the Note) plus two and one-half percent (2.50%) in accordance with the terms of the Note. All terms, conditions and requirements of the Loan Documents shall remain in full force and effect after the exercise of the Conversion Option. The date, which date shall be no later than October 31, 2014, on which Borrower fulfills the requirements set forth in this Section 1.6 and Lender converts the Loan to a permanent loan is the “Conversion Date”. In the event that Borrower shall fail to satisfy the foregoing conditions precedent on or before the Conversion Date or in the event that Borrower elects, for any reason whatsoever, not to exercise the Conversion Option, including, without limitation, Borrower’s election to repay the Loan in full on or before the Maturity Date or to refinance the Loan with the proceeds of a loan from a lender other than Lender, then Borrower shall pay to Lender a fee (the “Exit Fee”) in an amount equal to the product of (i) three percent (3%) appraisers. Within fifteen and (15ii) days the outstanding principal balance of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days Loan as of the Maturity Date, which Exit Fee shall be payable in full on the Maturity Date or on such earlier date on which such appraisers Borrower shall have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within repaid the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEELoan in full.
Appears in 2 contracts
Sources: Building Loan Agreement (AAC Holdings, Inc.), Building Loan Agreement (AAC Holdings, Inc.)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice The addendum to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the captioned “Option to Extend, as hereinafter defined, and at Extend Addendum” is hereby deleted in its entirety. Landlord hereby grants to Tenant the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right options to extend the term hereof of this Lease for the periods (the “Option to ExtendPeriods”) for one additional term of five years(1) from December 1, ending on March 312010 to November 30, 2019 2015, and (2) from December 1, 2015 to November 30, 2020, under the “Extension Period’)following terms and conditions.
(a) In order to exercise an option to extend, to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving Tenant must give written notice of such election to LESSOR Landlord and Landlord must receive the same by no later than twenty four (the “Extension Notice”) on or before the date which no less than twelve (1224) months prior to the expiration date (the “Last Exercise Date”) that the applicable Option Period would commence, but not earlier than thirty (30) months prior to the date that the applicable Option Period would commence. If proper notification of the then current Termexercise of an option is not given and/or received, such option shall automatically expire. Such Extension The renewal options may only be exercised consecutively. Failure to exercise an option terminates that option and all subsequent options. Tenant acknowledges that because of the importance to Landlord of knowing no later than the Last Exercise Date whether or not Tenant will exercise the option, the failure of Tenant to notify Landlord by the Last Exercise Date will conclusively be presumed an election by Tenant not to exercise the option. Upon the exercise of an option to extend, both parties shall execute an amendment to the Lease evidencing the renewal thereof and setting forth the new Base Rent (as determined pursuant to Section 8(c) below) no later than eighteen (18) months prior to the date that the applicable Option Period would commence.
(b) Tenant shall have no right to exercise an option (i) if Tenant is in Default. or (ii) if during the twelve (12) month period immediately preceding the exercise of the option, three (3) or more Defaults have occurred which were not cured within any applicable notice or grace period. The period of time within which an option may be upon exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise an option because of the same provisions of this paragraph.
(c) If an option to extend is exercised, all of the terms and conditions of this LeaseLease shall apply, except that (i) Landlord shall not be required to grant any allowance or perform any tenant improvement work in the Premises, and (ii) for each Option Period, Base Rent shall be adjusted to equal fair market rent. After an option to renew is exercised, Landlord and Tenant shall negotiate in good faith to determine the Base Rent payable shall be set at the then fair market effective rent for the Leased Premisesapplicable Option Period. In no event, however, shall the Base Rent If agreement cannot be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent reached within thirty (30) days, then Landlord and Tenant shall each, no later than sixty (60) days of after the date of exercise of the Extension Noticeoption, said make a reasonable determination of the fair market effective rent shall be conclusively determined by three rental for the Premises for the applicable Option Period and submit such determination, in writing, to arbitration in accordance with the following provisions:
(3i) appraisers. Within fifteen No later than ninety (1590) days of after the expiration of such thirty (30) day periodoption to renew is exercised, LESSOR Landlord and LESSEE Tenant shall each select an appraiserindustrial leasing broker to act as an arbitrator. The two arbitrators so appointed shall, who shall no later then one hundred twenty (120) days after the option to renew is exercised, select a third. Should the two appraisers fail third mutually acceptable industrial leasing broker to agree on act as a third within fifteen arbitrator.
(15ii) The three arbitrators, acting by a majority, shall no later then one hundred fifty (150) days after the option to renew is exercised, determine the actual fair market rental for the Premises for the Option Period. The decision of a majority of the date arbitrators shall be binding on the parties. The fair market rental determination of Landlord or Tenant which such appraisers have been appointed, or if is closest to the fair market rental as determined by the arbitrators shall be the Base Rent for the Option Period.
(iii) If either LESSOR or LESSEE shall fail of the parties fails to appoint an appraiser arbitrator within the time providedperiod required by this Addendum, the arbitrator timely appointed shall determine the Base Rent for the Option Period.
(iv) The entire cost of such appraiser arbitration shall be appointed paid by the American Institute of Appraisers. Each party shall bear the cost whose fair market rental submission is not selected.
(d) The renewal options set forth herein are personal to Tenant, cannot be assigned or exercised by anyone other than Tenant and only while Tenant is in full possession of the appraiser selected by such party, Premises and without the cost intention of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR thereafter assigning or LESSEEsubletting.
Appears in 2 contracts
Sources: Commercial Lease Agreement (Neos Therapeutics, Inc.), Commercial Lease Agreement (Neos Therapeutics, Inc.)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have Landlord hereby grants Tenant the right to extend the term hereof of the Lease for one (1) period of two (2) years (the “Extended Term”) on the same terms and conditions contained in the Lease, except that (i) Base Rent for the Extended Term shall be as set forth herein below, (ii) no additional options to extend shall apply following the expiration of the Extended Term, and (iii) Landlord shall not be obligated to install any improvements or provide Tenant with any allowances with respect to the Extended Term. Written notice of Tenant’s exercise of its option to extend (“Option to Extend”) for one additional term the Term of five years, ending on March 31, 2019 (the “Extension Period’), this Lease must be given to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which Landlord no less than nine (9) months nor more than twelve (12) months prior to the expiration date the Term of the then current TermLease would otherwise expire. Such Extension Period Notwithstanding the above to the contrary, Tenant shall be upon have no right to extend the same terms and conditions Term of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be Lease if Tenant has been in default under this Lease or occupies less than the then-current Base Rent at the expiration all of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEEinitially leased hereunder; provided, howeverhowever that the period of time within which said option may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise said option because of the failure of any such conditions. In the event Tenant validly exercises its Option to Extend the Term of this Lease as herein provided, if LESSOR Base Rent shall be adjusted as of the commencement date of the Extended Term as follows:
(a) Within thirty (30) days after exercise of its Option to Extend by Tenant, Landlord shall provide Tenant with Landlord’s determination of the fair market Base Rent for the Extended Term, including periodic increases as dictated by the current market (“Landlord’s Determination of Base Rent for Extended Term”). Tenant shall provide notice to Landlord within fifteen (15) business days after receipt of such notice from Landlord as to whether Tenant accepts Landlord’s Determination of Base Rent for Extended Term. In the event Tenant does not agree to Landlord’s Determination of Base Rent for Extended Term, Landlord and LESSEE Tenant shall SCHNITZER-STANDARD FORM OFFICE LEASE 5 attempt to agree upon Base Rent for the Premises for the Extended Term, such rent to be the fair market rental value of the Premises for the Extended Term, as defined in Subsection (c) below. If the parties are unable to agree on said fair market effective rent upon the Base Rent for the applicable Extended Term by the date three (3) months prior to the commencement of the Extended Term, then within ten (10) days thereafter each party, at its own cost and by giving notice to the other party, shall appoint a real estate appraiser with at least ten (10) years full-time commercial real estate appraisal experience in the area in which the Premises are located to appraise and set Base Rent for the Extended Term. If a party does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set Base Rent for the Extended Term. If each party shall have so appointed an appraiser, the two appraisers shall meet promptly and attempt to set the Base Rent for the Extended Term. If the two appraisers are unable to agree within thirty (30) days of after the date of second appraiser has been appointed, they shall attempt to select a third appraiser meeting the Extension Notice, said fair market effective rent shall be conclusively determined by three qualifications herein stated within ten (3) appraisers. Within fifteen (1510) days of after the expiration of such thirty (30) last day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail are given to agree on a third within fifteen (15) days of set Base Rent for the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEExtended Term. If the three two appraisers are unable to agree upon on the third appraiser within such fair market effective rent within fifteen ten (1510) day period, either of the parties to this Lease, by giving five (5) days notice to the other party, may apply to the then presiding judge of the appointment Superior Court of King County for the selection of a third appraiser meeting the qualifications stated in this paragraph. Each of the parties shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party.
(b) Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall set Base Rent for the Extended Term. If a majority of the appraisers are unable to set Base Rent within the stipulated period of time, the three appraisals shall be added together and their total divided by three (3). The resulting quotient shall be the Base Rent for the Premises during the Extended Term. If, however, the low appraisal and/or the high appraisal is/are more than ten percent (10%) lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be disregarded. If only one (1) appraisal is disregarded, the remaining two (2) appraisals shall be added together and their total divided by two (2), and the resulting quotient shall be Base Rent for the Premises during the Extended Term.
(c) For purposes of the appraisal, the term “-fair market Base Rent-” shall mean the price that a ready and willing tenant would pay, as of the commencement date of the Extended Term, as a base rent to a ready and willing landlord of space of comparable size, quality and level of improvement, if such premises were exposed for lease on the open market for a reasonable period of time in the Bothell/▇▇▇▇▇▇▇▇/Redmond/Bellevue market; including any rent increases over the Extended Term to the extent normal under then current market conditions. There shall be no adjustment to the fair market effective rent value related to tenant improvements, downtime, free rent, brokerage commissions or other concessions provided in the market at the time of renewal. In no event shall the fair market Base Rent determined pursuant to this Section 4.03 be less than the Base Rent in effect during the last month of the initial Lease Term. SCHNITZER-STANDARD FORM OFFICE LEASE 6
(d) The Option to Extend granted hereunder is personal to Tenant or a Permitted Transferee (as hereafter defined) and shall be that determined by null and void in the appraiser not selected by either LESSOR or LESSEEevent of an assignment of this Lease to any party other than a Permitted Transferee. In addition, this Option to Extend shall become null and void at Landlord’s option and upon written notice to Tenant in the event Tenant becomes in material default beyond any applicable notice and cure period at any time during the initial Lease Term.
Appears in 1 contract
Sources: Lease Agreement (Avi Biopharma Inc)
Option to Extend. On (a) Landlord hereby grants Tenant a single option to extend the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default Term of its covenants and obligations under the Lease beyond applicable notice for an additional period of five (5) years (such period may be referred to as the "Option Term"), as to the entire Premises as it then exists, upon and cure periodssubject to the terms and conditions of this Section (the "Option To Extend"), both as of and provided that at the time of exercise of such option (and each Option, if more than one Option is granted): (i) Tenant or a Permitted Transferee which has satisfied the requirements of Sections 10.01 and 10.05 of the Lease must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of the entire Premises; and (ii) there has been no material adverse change in Tenant's financial position from such position as of the date of execution of the Lease, as certified by Tenant's independent certified public accountants, and as supported by Tenant's certified financial statements, copies of which shall be delivered to Landlord with Tenant's written notice exercising its right hereunder. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant's independent certified public accountants do not certify there has been no such change.
(b) Tenant's election (the "Election Notice") to exercise the Option To Extend must be given to Extend, as hereinafter defined, and at Landlord in writing during the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than period starting twelve (12) months prior before and ending nine (9) months before the scheduled Expiration Date of the initial Term. If Tenant either fails or elects not to exercise the Option to Extend by not timely giving its Election Notice, then the Option to Extend shall be null and void, including, if more than one Option is granted, the then applicable Option to Extend and all further Options to Extend.
(c) The Option Term (and each Option Term, if more than one Option is granted) shall commence immediately after the expiration of the then current Termpreceding Term of the Lease. Such Extension Period Tenant's leasing of the Premises during the Option Term shall be upon and subject to the same terms and conditions contained in the Lease except that (i) Tenant shall pay the "Option Term Rent", defined and determined in the manner set forth in the immediately following Subsection; (ii) the Security shall be increased to an amount that is the same percentage or proportion of this LeaseOption Term Rent as the prior amount of Security was in relation to Rent for the Term prior to the Option Term, but in no event shall the Security be decreased; and (iii) Tenant shall accept the Premises in its "as is" condition without any obligation of Landlord to repaint, remodel, repair, improve or alter the Premises or to provide Tenant any allowance therefor, except that to the Base Rent payable shall be set at extent tenants leasing space in Comparable Transactions receive an allowance pursuant to the then fair market effective rent for the Leased Premises. In no eventdefinition of Fair Market Rental Rate defined in Exhibit F hereto, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable Landlord by notice given to agree on said fair market effective rent Tenant within thirty (30) days after final determination of the date Fair Market Rental Rate, may elect to provide, in lieu of such allowance for alterations to the Premises, a rent credit equal to the amount of the Extension Noticeallowance that would have otherwise been given, said fair market effective credited toward the rents applicable only to the Premises and due starting after such rent obligation commences. If Tenant timely and properly exercises the Option To Extend, references in the Lease to the Term shall be conclusively determined deemed to mean the preceding Term as extended by three the Option Term unless the context clearly requires otherwise.
(3d) appraisersThe Option Term Rent shall mean the sum of the Monthly Base Rent at the Fair Market Rental Rate (as defined in Exhibit F) plus Rent Adjustments and/or certain Operating Expenses (if applicable, based upon a step-up to change the base year or base amount for calculation of Operating Expenses in connection with determination of the Fair Market Rental Rate) plus other charges pursuant to the Lease payable to Landlord. The determination of Fair Market Rental Rate and Option Term Rent shall be made by Landlord, in the good faith exercise of Landlord's business judgment. Within fifteen forty-five (1545) days after Tenant's exercise of the expiration Option To Extend, Landlord shall notify Tenant of such thirty (30) day periodLandlord's determination of the Fair Market Rental Rate and Option Term Rent for the Premises. Tenant may, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of after receipt thereof, deliver to Landlord a written notice either: (i) accepting Landlord's determination, in which case the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser extension shall be appointed by effective and binding (subject to Subsection (f) below) at the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party9972653 {2041-0737/00541709;8} Rider 2 ‑ Page 3 (501 Galveston Drive) accepted rate; or (ii) setting forth Tenant's good faith estimate, in which case Landlord and the cost of the third appraiser shall be shared equally by LESSOR Tenant will promptly confer and LESSEE. If the three appraisers are unable attempt to agree upon the Fair Market Rental Rate and Option Term Rent. Tenant's failure to timely deliver such fair market effective rent notice within such fifteen (15) days day period shall be deemed its cancellation of the appointment Option. In the event Tenant has delivered notice setting forth Tenant’s different estimate, but no agreement in writing between Tenant and Landlord on Fair Market Rental Rate and Option Term Rent is reached within thirty (30) days after Landlord's receipt of Tenant's estimate, the Fair Market Rental Rate shall be determined in accordance with the terms of Exhibit F. Notwithstanding any of the third appraiserforegoing to the contrary, at no time during the Option Term shall the Option Term Rent be less than the “Preceding Rent” (defined below). The Preceding Rent shall mean the sum of the Monthly Base Rent payable by Tenant under this Lease calculated at the rate applicable for the last full month of the Term preceding the Option Term plus the Rent Adjustments payable by Tenant under the Lease (if applicable, using the base year for calculation of Base Operating Expenses applicable for the last full month of the Term preceding the Option Term), plus other charges pursuant to the Lease payable to Landlord. To the extent that Tenant pays directly the utility or service provider for utilities or services which Tenant is to obtain directly pursuant to the Lease, Tenant shall continue to pay such amounts, but such amounts shall not be counted as part of the Preceding Rent or the Fair Market Rental Rate as used herein. Further, in the event that Landlord notifies Tenant that the Option Term Rent shall equal the Preceding Rent, such determination shall be conclusive and binding to set the Preceding Rent as the Option Term Rent for the Option Term, Tenant shall not be entitled to dispute or contest such determination, and the extension shall be effective and binding (subject to Subsection (f) below).
(e) Promptly after final determination of the Fair Market Rental Rate, Landlord shall prepare a memorandum confirming the specific dates, amounts and terms of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend, in the form of an amendment to the Lease, and Tenant shall execute such amendment within five (5) business days after Landlord and Tenant agree to the form of the proposed amendment and Landlord shall execute it promptly after Tenant. Notwithstanding any of the foregoing to the contrary, the fair market effective rent failure of Landlord to prepare such amendment or of either party to execute an amendment shall not affect the validity and effectiveness of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend.
(f) Upon the occurrence of any of the following events, Landlord shall have the option, exercisable at any time prior to commencement of the Option Term, to terminate all of the provisions of this Section with respect to the Option to Extend, whereupon any prior or subsequent exercise of this Option to Extend shall be of no force or effect:
(i) Tenant's failure to timely exercise or timely to perform the Option to Extend in strict accordance with the provisions of this Section.
(ii) The existence at the time Tenant exercises the Option to Extend or at the commencement of the Option Term of a Default on the part of Tenant under the Lease or of any state of facts which with the passage of time or the giving of notice, or both, would constitute such a Default.
(iii) Tenant's third Default under the Lease prior to the commencement of the Option Term, notwithstanding that determined by all such Defaults may subsequently be cured.
(g) Without limiting the appraiser generality of any provision of the Lease, time shall be of the essence with respect to all of the provisions of this Section.
(h) This Option to Extend is personal to Genomic, and may not selected by either LESSOR be used by, and shall not be transferable or LESSEEassignable (voluntarily or involuntarily) to any person or entity other than a Permitted Transferee which is an assignee of the Lease and which has satisfied the requirements of Sections 10.01 and 10.05 of this Lease, and such Permitted Transferee may exercise the right without Tenant joining in or consenting to such exercise, and notwithstanding anything to the contrary, Tenant shall remain liable for all obligations under the Lease, including those resulting from any such exercise with the same force and effect as if Tenant had joined in such exercise.
Appears in 1 contract
Sources: Lease Agreement (Genomic Health Inc)
Option to Extend. On Provided that no uncured Event of Default then exists, Lessor grants Lessee the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right option to extend the term hereof (of this Lease for a period of 5 years commencing the “Option to Extend”) for one additional term of five yearsday following the Termination Date, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend which option shall be exercisable by Lessee by giving Lessor written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months at least 180 days prior to the expiration commencement date of the then current Termoption term. Such Extension Period shall be upon the same All terms and conditions of this Lease, Lease shall remain in effect during the option term except that the Base Rent payable shall be set at 95% of the then fair market effective rent for the Leased Premises. In no eventPremises as determined by mutual agreement of Lessor and Lessee, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, howeveror, if LESSOR Lessor and LESSEE Lessee are unable to agree on said fair market effective rent within thirty (30) 45 days after receipt by Lessor of the date Lessee's notice of the Extension Noticeexercise of its option to extend, said fair market effective rent shall be conclusively as determined by three (3) appraisers. Within fifteen (15) days of an independent real estate professional with experience in commercial rental rates in the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should area where the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser Property is located selected by such party, mutual agreement of Lessor and the cost of the third appraiser shall be shared equally by LESSOR and LESSEELessee. If the three appraisers Lessor and Lessee are unable to agree upon such individual within 15 days after the expiration of such 45 day period, then each party shall select a similarly qualified real estate professional within 15 days after the expiration of such first 15 day period and the two professionals so selected shall select a third similarly qualified professional. If either party does not select a professional within such second 15 day period, then the professional selected by the other party shall make the determination. The determination of fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined made by the appraiser not individual or group selected within 30 days after their selection. If it is made by either LESSOR or LESSEEthe group it shall be made by majority vote of the group. The expenses of such determination shall be shared equally by Lessor and Lessee. Notwithstanding the foregoing, in no event shall the Rent during the extension term be less than the Rent during the initial term of this Lease unless Lessor consents in writing to such reduction.
Appears in 1 contract
Sources: Lease Agreement (Getty Images Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE Tenant is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the given a one-time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right option to extend the initial term hereof (on all the “Option provisions, covenants, rights and obligations contained in this Lease, except with respect to Extend”) Basic rent payable, for one additional term of (1) five years(5)-year period beginning immediately following the initial Lease term, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR of the exercise of the option (the “Extension "Option Notice”") on or before the date which no to Landlord not less than twelve one (121) months year prior to the expiration of the then current Term. Such Extension Period original Lease term.
A. If Tenant is in default on the date of giving the Option Notice, and Tenant does not cure such default as provided for in Paragraph 22 of the Lease, the Option Notice shall be upon void and of no effect. If Tenant is in default on the same terms date the Option Term is to commence, and conditions Tenant does not cure such default as provided for in Paragraph 22 of this the Lease, except that then, at the Base Rent sole election of Landlord, such term shall not commence and this Lease shall expire at the end of the initial term.
B. The Basic rent payable during the Option term shall be set at equal to the then prevailing fair market effective rent for rental value of the Leased Premises. In Premises as determined with reference to comparable buildings in the area, as Landlord and Tenant may agree, in no event, however, shall basic rent payable during the Base Rent option term be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective last month's basic rent for the Leased Premises initial term of the lease.
C. Following Landlord's receipt of the Option Notice, Landlord and Tenant shall be agreed upon by LESSOR in good faith proceed to determine the appropriate Basic Rent rate applicable, as outlined in Para▇▇▇▇▇ ▇▇▇. ▇▇ Landlord and LESSEE; provided, however, if LESSOR and LESSEE are unable to Tenant do not agree on said the fair market effective rent rental value within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) a 60-day period, LESSOR then the fair market value shall be determined by a local, licensed commercial real estate agent or appraiser acceptable to both Landlord and LESSEE shall each select Tenant within an appraiser, who shall select a third. Should additional 30 day period.
D. If the two appraisers parties hereto fail to agree on a third fair market rate, as specified in Paragraph 46C above, then, within fifteen (15) an additional 10 day period, Landlord and Tenant shall each select an additional licensed commercial real estate agent or appraiser and the determination of the three together, made within 30 days of the date on which such appraisers have been appointedtheir selection, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, binding upon both Landlord and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable Tenant as to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEErate.
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Borrower shall have the right option to extend the term hereof (the “Option to Extend”) for one additional the term of five yearsthe Loan from the Original Maturity Date to the Extended Maturity Date, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration satisfaction of each and every one of the then current term. LESSEE may following conditions precedent in Lender’s discretion:
(a) Borrower shall provide Lender with written notice of Borrower’s request to exercise such the Option to Extend by giving written notice to LESSOR not more than one hundred twenty (the “Extension Notice”120) on or before the date which no days, but not less than twelve forty-five (1245) months days, prior to the expiration Original Maturity Date.
(b) As of the then current Term. Such Extension Period date of Borrower’s delivery of notice of request to exercise the Option to Extend, and as of the Original Maturity Date, no Default shall be upon exist that has not been previously waived by Lender, and no event or condition which, with the same terms giving of notice or the passage of time or both, would constitute a Default shall exist, and conditions Borrower shall so certify in writing.
(c) Borrower shall execute or cause the execution of this Leaseall documents reasonably required by Lender to exercise the Option to Extend.
(d) If required by Lender, except Lender shall obtain, at Borrower’s sole cost and expense, a written appraisal prepared in conformance with the requirements and to the satisfaction of Lender that the Base Rent payable shall be set at Loan amount as a percentage of the then “as-is” fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration value of the current Term. For Property (after adjustment for senior liens and regular and special tax assessments) as of the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEEOriginal Maturity Date does not exceed fifty-five percent (55.00%) (“Loan-to-Value Percentage”); provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of in the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon event such fair market effective rent within fifteen (15) days value is not sufficient to meet the required Loan-to-Value Percentage, then Borrower shall have the right to pay down the outstanding principal balance of the appointment of the third appraiser, the fair market effective rent Loan such that said Loan-to-Value Percentage may be met. Any principal balance reduction shall reduce Lender’s commitment by a like amount. Any amount repaid may not be that determined by the appraiser not selected by either LESSOR or LESSEEre-borrowed.
Appears in 1 contract
Sources: Modification and Additional Advance Agreement (Hudson Pacific Properties, Inc.)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right one (1) option to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’Option”) the Lease Term for a five (5) year period (the foregoing option term shall be referred to hereinafter sometimes as the “Extension Term”), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving delivering a written notice of exercise to LESSOR Landlord (the “Extension Notice”) on or before with respect to the Extension Term, which Extension Notice may not be delivered earlier than the date which no less is eighteen (18) months prior to the end of the initial Lease Term and may not be delivered later than the date which is thirty (30) days after the “Reminder Notice”. If Landlord has not received an Extension Notice by the date which is twelve (12) months prior to the expiration end of the then current initial Lease Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except Landlord may provide written notice (“Reminder Notice”) to Tenant that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during Extension Option will expire if Tenant fails to deliver the Extension Period, continue Notice to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent Landlord within thirty (30) days of after the date of such notice from Landlord. If Tenant fails to deliver the Extension Notice, Notice within said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE Tenant shall each select an appraiser, who shall select a thirdbe deemed to have waived its right to exercise such Extension Option. Should The parties acknowledge that Tenant’s Extension Option will not lapse until the two appraisers fail to agree on a third within fifteen date which is thirty (1530) days after Landlord’s delivery of the Reminder Notice pursuant to this Section 2.2. The Extension Option shall apply to all space (and not a portion of the space) then leased by Tenant in the Building. Tenant may exercise the Extension Option only if this Lease is in full force and effect and there is no uncured Event of Default under this Lease, at the time of exercise of Such Extension Option and/or at the time of the commencement of the Extension Term, but Landlord shall have the right to waive such conditions herein. The rights of Tenant contained in this Section 2.2 shall be personal to the original Tenant named in the Summary (“Original Tenant”) and any Permitted Affiliate and may only be exercised by the Original Tenant or such Permitted Affiliate if Tenant’s or such Permitted Affiliate’s net worth and financial standing are, as of the date of Tenant’s Extension Notice, are no less than Tenant’s or such Permitted Affiliate’s net worth and financial standing as of the effective ▇▇▇▇ (the “Financial Standards”). The Base Rent during the Extension Term (“Extension Term Base Rent”) shall be an amount equal to the then “Fair Market Rental Value” of the Premises (as such term is defined in Section 2.2.5, below), as stated on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail a monthly basis and determined pursuant to appoint an appraiser within this Section 2.2 as of the time first (1st) day of the Extension Term (“Extension Term Commencement Date”); provided, however, the Base Year shall remain calendar year 2000 and in no event shall the Base Rent payable during the Extension Term for the Premises be less than the Base Rent payable during the period immediately preceding such appraiser Extension Term for the Premises and provided further that, on the first anniversary of the Extension Term Commencement Date, and on each subsequent anniversary thereof during such Extension Term, the then payable monthly Extension Term Base Rent shall be appointed increased in accordance with market rate increases, as mutually agreed to by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such partyLandlord and Tenant or, if Landlord and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiserTenant cannot agree, the fair market effective rent shall be that as determined by the appraiser appraisal process described below. Upon receipt by Landlord of Tenant’s Extension Notice under this Section 2.2, above, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the Extension Term Base Rent which shall become effective as of the Extension Term Commencement Date. If Landlord and Tenant have not selected by either LESSOR agreed upon the Extension Term Base Rent (including the annual market rate increases) on or LESSEE.before the “Withdrawal Date” (as that term is defined below), Tenant may elect to withdraw the Extension Notice thereby canceling Tenant’s exercise of the Extension Option. The term “Withdrawal Date” shall mean (i) if Landlord delivers the Reminder Notice prior to Tenant’s delivery of the Extension Notice, the date which is thirty (30) days after the date of the Reminder Notice, or (ii) if Landlord has not yet delivered a Reminder Notice at the time of Tenant’s delivery of the Extension Notice, the date which is the earlier of (1) the date which is eleven (11) months prior to the end of the initial Lease Term, or (2) the date which is sixty (60) days after the date of Tenant’s delivery of the Extension Notice. If Tenant fails to deliver written notice to Landlord so withdrawing the Extension Notice on or before the Withdrawal Date and if Landlord and Tenant have not agreed upon the Extension Term Base Rent (including the annual market rate increases) within sixty (60) days after the delivery of Tenant’s Extension Notice, the Extension Term Base Rent shall be determined as follows:
Appears in 1 contract
Sources: Office Lease and Settlement Agreement (Peregrine Systems Inc)
Option to Extend. On the conditions (which conditions LESSOR may waivecondition that Landlord, at its electionsole and absolute discretion, by written notice has elected to LESSEE at any time) that LESSEE is not in default of exercise its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof under the Master Lease beyond the Expiration Date, Tenant shall have two (2) options to extend the “Option Term of this Lease for two (2) additional terms, hereinafter referred to Extend”) for one additional term of five years, ending on March 31, 2019 (as the “Extension Period’), to commence immediately upon "Extended Term," as hereinafter provided. Tenant acknowledges that Landlord has certain renewal/repurchase rights under the expiration of the then current termMaster Lease. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less No later than twelve (12) months prior to the expiration of the then current Term. Such Extension Period Master Lease, Landlord shall inform Tenant if it intends to exercise such rights of renewal/repurchase.
a. The initial Extended Term shall be upon for a five (5) year period commencing on the same day after the Expiration Date (the "Extended Term Commencement Date"), and the second Extended Term shall be for a five (5) year period commencing on the day after the initial Extended Term ends; provided, however, that if the Master Lease terminates prior to the fifth or tenth anniversary of the Extended Term Commencement Date, as applicable, then the Extended Term then in effect shall terminate on the date the Master Lease terminates. Tenant shall have no right to extend the Term beyond the first Extended Term if it is terminated on the date the Master Lease terminates, and following exercise of its second option to extend. Notwithstanding any provision herein, Landlord has no obligation whatsoever to Tenant to exercise any rights Landlord may have to extend the term of the Master Lease for any of the period covered by the Term described herein.
b. Each Extended Term shall be on all of the terms and conditions of this LeaseLease except that during such Extended Term, Base Rent shall be adjusted pursuant to Section 3.02, the Base Year shall instead be the first year of the relevant extension period, initial Base Rent shall be determined as hereinafter provided, and Landlord shall have no responsibility for commissions and Tenant Improvements, except that Landlord shall, at Landlord's sole expense, repaint the interior walls of the Premises with one (1) coat of the paint color currently thereon immediately upon the commencement of such extension period. To exercise the option to extend the Term, Tenant shall give to Landlord written notice of exercise of the option to extend (the "Extension Notice") no later than nine (9) months prior to the expiration of the preceding term. However, in no event shall Tenant give such notice to Landlord earlier than twelve (12) months prior to the expiration of the Term. If Tenant is in default beyond any applicable notice and cure period on the date of giving such Extension Notice, such Extension Notice shall be void. In addition, if Tenant is in default beyond any applicable notice and cure period on, or if this Lease has been otherwise terminated prior to, the date that any of the Extended Term would otherwise commence, this Lease shall expire at the end of the initial Term.
c. On the commencement of the Extended Term, the initial Base Rent hereunder for the Extended Term shall be adjusted to the market rental value of the Premises ("MRV") as follows: Four months prior to commencement of the Extended Term, Landlord and Tenant shall meet to establish an agreed upon MRV for the specified term. If agreement cannot be reached, then:
(i) Landlord and Tenant shall immediately appoint a mutually acceptable appraiser or broker to establish the MRV within the next 30 days, in which case any associated costs will be split equally between the parties; or (ii) Landlord and Tenant shall each immediately select and pay the appraiser or broker of their choice to establish a MRV within the next 30 days. If both appraisals are completed and the two appraisers/brokers cannot agree on a reasonable average MRV, then they shall immediately select a third mutually acceptable appraiser/broker to establish a third MRV within the next 30 days. The average of the two appraisals closest in value shall then become the new MRV. The costs of the third appraisal will be split equally between the parties. In any event, the MRV for the Extended Term shall be no less than the Base Rent payable for the month immediately proceeding the commencement of the applicable Extended Term. Upon determination of the MRV as provided above, such MRV shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the initial Base Rent be less than the then-current Base Rent at the expiration of the current for such Extended Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.
Appears in 1 contract
Sources: Lease Agreement (Versata Inc)
Option to Extend. On Provided Tenant is in possession of the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE Premises and is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periodsany term, both as covenant or condition of the time of exercise of the Option to Extendthis Lease, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have one (1) option to renew the right to extend the term hereof Term of this Lease for five (the “Option to Extend”5) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), years to commence immediately upon the expiration of the initial Term or renewal term, upon the same terms, covenants and conditions as contained in this Lease, except that (i) the annual base Rent during said Renewal Term shall be the then current termprevailing market rate, plus all sales, use, excise and other taxes now or hereinafter enforced by any lawful authority on all amounts due. LESSEE may In order to exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no option granted herein, Tenant shall notify Landlord, in writing, not less than twelve ninety (1290) months days prior to the expiration of the then current initial Term, that it is considering exercising its option to renew the Term. Such Extension Period shall be upon the same terms and conditions On receipt of this Leasesuch notice, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no eventLandlord will, howeverin writing, shall the Base Rent be less not later than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days after receipt of the date of notice from Tenant, quote to Tenant what the Extension Noticenew annual base Rent will be for the ensuing Renewal Term. Tenant shall then notify Landlord, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within in writing, not later than fifteen (15) days after notice received of such annual base rents, as to whether or not it will exercise the option herein granted, and, if no such notice of exercise is received, the option shall be deemed waived. In the event Tenant exercises the option, Landlord and Tenant shall execute a modification to this Lease acknowledging such renewal and setting forth the new annual base Rent. The option shall be void if, at the time of exercise of such option, Tenant is not in possession of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, Premises or is in default under this Lease or if either LESSOR or LESSEE shall fail Tenant fails to appoint an appraiser deliver the requisite notice thereof within the time providedperiod specified above. The option granted herein shall not be severed from this Lease, separately sold, assigned or transferred. BUILDING RULES AND REGULATIONS The following Building Rules and Regulations have been adopted by Landlord for the care, protection and benefit of the Premises and the Building and for the general comfort and welfare of all tenants.
1. The sidewalks, entrances, passages, halls, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress and egress to and from the Building and Tenant's Premises.
2. Restroom facilities, water fountains, and other water apparatus shall not be used for any purpose other than those for which they were constructed.
3. Landlord reserves the right to designate the time when freight, furniture, goods, merchandise and other articles may be brought into, moved or taken from Tenant's Premises or the Building.
4. Tenant shall not put additional locks or latches upon any door without the prior written discretionary consent of Landlord. Any and all locks so added on any door shall remain for the benefit of Landlord, and the keys to such appraiser locks shall be appointed delivered to Landlord by and from Tenant.
5. Landlord shall not be liable for injuries, damage, theft, or other loss, to persons or property that may occur upon, or near any parking areas that may be provided by Landlord. Tenant, its agents, employees, and invitees are to use same at their own risk, Landlord to provide no security with respect thereto. The driveways, entrances, and exits upon, into and from such parking areas shall not be obstructed by Tenant, Tenant's employees, agents, guests, or invitees. Tenant, its employees, agents, guests and/or invitees shall not park in space(s) that are identified as reserved for others.
6. Tenant shall not install in the American Institute Premises any heavy equipment or fixtures or permit any concentration of Appraisersexcessive weight in any portion thereof without first having obtained Landlord's written consent.
7. Each party Landlord reserves the right at all times to exclude newsboys, loiterers, vendors, solicitors, and peddlers from the Building and to require registration or satisfactory identification or credentials from all persons seeking access to any part of the Building outside ordinary business hours. Landlord will exercise its best judgment in the execution of such control but will not be liable for the granting or refusal of such access.
8. Landlord reserves the right at all times to exclude the general public from the Building upon such days and at such hours as in Landlord's sole judgment will be in the best interest of the Building and its tenants.
9. No wires of any kind or type (including but not limited to T.V. and radio antennas) shall bear be attached to the outside of the building and no wires shall be run or installed in any part of the Building without Landlord's prior written consent.
10. If the Premises are furnished with carpeting, Tenant shall provide a plexiglass or comparable carpet protection mat for each desk chair customarily used by Tenant. For default or carelessness in these respects, Tenant shall pay Landlord the cost of repairing or replacing said carpet, in whole or in part, as Additional Rent when, in Landlord's sole judgment, shall repair or replacement is necessary.
11. Landlord shall furnish a reasonable number of door keys to Tenant's premises and/or the appraiser selected by such party, and the cost Building which shall be surrendered on termination or expiration of the third appraiser Lease. Landlord reserves the right to require a deposit for such keys to insure their return at the termination or expiration of the Lease. Tenant shall get keys only from Landlord and shall not obtain duplicate keys from an outside source. Further, Tenant shall not alter the locks or effect any substitution of such locks as are presently being used by Tenant's Premises or the Building.
12. Tenant shall keep all doors to Premises closed at all times except for ingress and egress to the Premises.
13. All installations in the Common Telephone/Electrical Equipment Rooms shall be shared equally by LESSOR limited to terminal boards and LESSEEconnections. If the three appraisers All other electrical equipment must be installed within Tenant's Premises.
14. It is expressly understood and agreed that any items of any nature whatsoever placed in Common Areas (i.e., hallways, restrooms, elevators, parking garage, storage areas and equipment rooms) are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR placed at Tenant's sole risk and Landlord assumes no responsibility whatsoever for any loss or LESSEEdamage as regards same.
Appears in 1 contract
Sources: Sublease (Brite Voice Systems Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Borrower shall only have the right one time option to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option Loan from the Original Maturity Date to Extend by giving the Extended Maturity Date, upon satisfaction of each of the following conditions precedent:
(a) Borrower shall provide Lender with written notice to LESSOR (the “Extension Notice”) on or before the date which no of Borrower’s request to exercise this option to extend not more than one hundred twenty (120) days but not less than twelve sixty (1260) months days prior to the expiration Original Maturity Date;
(b) Upon delivery of the then current TermExercise Notice, Borrower shall pay to Lender the Extension Fee, which shall be deemed earned in full as of the date of the Exercise Notice and shall be payable regardless of whether the maturity is extended or not.
(c) As of the date of Borrower’s delivery of the Extension Notice, and as of the Original Maturity Date, no Event of Default shall have occurred and be continuing, and Borrower shall deliver an Officer’s Certificate to such effect on each such date;
(d) Borrower shall deliver to Lender, at Borrower’s sole cost and expense, an updated title search that shall show no encumbrances on the Property other than the Permitted Encumbrances and shall otherwise not show any matter not permitted by the Loan Documents;
(e) Borrower shall have provided to Lender an estoppel certificate in compliance with Section 5.14 of this Agreement;
(f) Borrower shall have established reserve funds for the payment of Taxes, Insurance Premiums and interest on the Loan for the Extension Period;
(g) Upon delivery of the Extension Notice, Borrower shall also deliver to Lender an updated annual budget including all planned capital expenditures in respect of the Property for the Extension Period. Such Extension Period budget shall be upon prepared and submitted in the same form acceptable to Lender and shall set forth in reasonable detail all budgeted items of income and expense (whether from operations, capital items or otherwise) and shall contain, among other things, limitations on fees and payments to Affiliates of any Borrower Party; and
(h) During the period from the Original Maturity Date through the Extended Maturity Date (the “Extension Period”), the terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, Agreement and the cost of the third appraiser other Loan Documents as modified and approved by Lender shall be shared equally by LESSOR remain unmodified and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEin full force and effect.
Appears in 1 contract
Option to Extend. On the conditions Subject to there being no "Default Conditions" (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any timeas that term is defined below) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time date of exercise of the Option to Extend, as hereinafter definedoption, and at as of the commencement date of the Extension Periodapplicable Option Term, as hereinafter defined, then LESSEE Tenant shall have the right two (2) options to extend (each, an "OPTION TO EXTEND") the term hereof (of the “Option to Extend”) Lease for one additional term a period of five years(5) years (each, ending on March 31, 2019 (the “Extension Period’), to commence immediately an "Option Term") upon the expiration of same terms and conditions herein set forth except that the then current termBase Rent during each such Option Term shall be adjusted in accordance with SECTION 3.1.1, below. LESSEE Tenant may exercise each such Option to Extend option by giving Landlord written notice to LESSOR (the “Extension Notice”) on or before the date which no less at least twelve months and not more than twelve (12) eighteen months prior to the expiration of the then current Term. Such Extension Period shall be upon Term of the same terms and conditions of this Lease, except that time being of the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no eventessence, provided however, that Tenant's extension option shall not lapse unless Tenant fails to exercise its option prior to the Base Rent be less than the then-current Base Rent at later of: twelve months prior to the expiration of the then current Term. For Term of the purpose Lease or within ten (10) business days after Landlord gives Tenant a written notice stating that "Tenant has an extension option which must be exercised prior to the later of: ten (10) business days after the date of this Sectionletter, fair market effective rent or on or before ________" (stating the applicable date), which notice shall mean not be given more than two years prior to the Base Rent plus such additional financial terms in expiration of the nature then current Term of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham areaLease. LESSEE shallAt Landlord's option, during the Extension Period, continue to pay Tenant's exercise of its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises option shall be agreed upon by LESSOR void and LESSEE; provided, however, of no effect if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days a Default Condition exists as of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days exercise of the expiration option or as of such thirty the first day of the Option Term. As used in this Lease, "DEFAULT CONDITIONS" shall mean the following, collectively: Tenant being in default of its obligations under the Lease beyond any applicable notice and grace periods, Tenant having defaulted more than twice in the payment of any monetary obligation in excess of $50,000 under the Lease (30beyond applicable notice and grace periods) day during the prior twenty-four month period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should Tenant being the two appraisers fail to agree on a third within fifteen (15) days subject of the date on which such appraisers have been appointed, any bankruptcy or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such partyinsolvency proceedings, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEETenant being insolvent.
Appears in 1 contract
Sources: Office Lease (Cytyc Corp)
Option to Extend. On the conditions Lessee shall have one (which conditions LESSOR may waive, at its election, by written notice 1) five (5) year option to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under extend the Lease beyond applicable notice at one hundred percent (100%) of the then fair market rent. In no event shall rent in the option period be less than the rent paid in the last year of the initial term. Said option to extend shall not be exercised by Lessee for the purpose of making a profit on a sublease. Assignment of the Lease or subletting of the Premises or any portion thereof by Lessee during the option extension period shall be subject to the prior written consent of Lessor and cure periodsshall be subject to the provisions of Paragraph 12 as supplemented by this Paragraph 51. Assignment of the Lease or subletting of the Premises during the option extension period shall also be subject to the prior written approval of the Ground Lessor in accordance with the Ground Lease. Lessor may condition Lessor's consent to an assignment or subletting to Lessor receiving fifty percent (50%) of the bogus rent, both if any, after deducting only a standard leasing commission payable by Lessee which shall be subject to Lessor's prior written approval, which approval shall not be unreasonably withheld. Any assignment or sublease to which Lessor and the Ground Lessor consent in the first instance shall expressly prohibit any further assignment or subletting of all or any portion of the Premises by such initial assignee or sublessee. At Lessor's option, Lessor may terminate the Lease and recapture the Premises upon receipt by Lessor of a request from Lessee for Lessor's consent to an assignment or subletting of all or any portion of the Premises. If Lessor elects to terminate this Lease, (a) as of the time effective date of exercise of termination, Lessor and Lessee shall be released and discharged from any liability or obligation to the Option to Extend, as hereinafter definedother under this Lease which accrues thereafter, and at (b) Lessee agrees that Lessor may enter into a direct lease with such proposed assignee or sublessee without any obligation or liability to Lessee. Lessee may exercise the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right option to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice of exercise to LESSOR Lessor at least six (the “Extension Notice”6) on or before the date which no less months but not more than twelve (12) months prior to the expiration of the then current Terminitial Lease term, provided that if Lessee is currently in default under the Lease at the time of exercise of the option or at the commencement date of the option extension period, such notice shall be void and of no force or effect and the option shall lapse. Such Extension Period If exercised, the option extension period shall be upon the same terms and conditions of this Leaseas the initial Lease term, except that (i) the initial monthly Base Rent payable and rental adjustments during the option period shall be set at one hundred percent (100%) of the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be as agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent the parties within thirty (30) days after the exercise of the date option or if the parties are unable to agree, then by appraisal, but the initial monthly Base Rent shall not be less than the monthly Base Rent payable during the last twelve (12) months of the Extension Notice, said fair market effective rent initial Lease term and the periodic adjustments of Base Rent shall not be less than the annual percentage adjustments of Base Rent for the initial term as provided in Paragraph 50(a); and (ii) there shall be conclusively determined by three no additional option to extend. If Lessee does not exercise the option to extend at least six (36) appraisers. Within fifteen (15) days of months prior to the expiration of such thirty (30) day periodthe initial term, LESSOR and LESSEE the option shall each select an appraiserlapse, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days time being of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEessence.
Appears in 1 contract
Sources: Standard Industrial/Commercial Single Tenant Lease Net (Omnicell Com /Ca/)
Option to Extend. On While the conditions (which conditions LESSOR may waiveLease is in full force and effect, at its election, by written notice to LESSEE at any time) that LESSEE provided the Tenant is not in default of its any of the terms, covenants and obligations under the Lease conditions thereof, beyond any applicable notice and cure periods, and further provided that Lightbridge, Inc. is itself occupying at least sixty percent (60%) of the Initial Premises, in each case both as of the time of option exercise and as of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Periodherein additional term, as hereinafter defined, then LESSEE Tenant shall have the right or option (the "Extension Option") to extend the original term of this Lease for one (1) period of five (5) years. Such extension of the original term shall be on the same terms, covenants and conditions as provided for in the original term except (a) Tenant shall have no further option to extend the term, (b) the base year for Property Taxes and Operating Expenses (net of Property Taxes) shall be updated to then current calendar year and fiscal tax year as of the date of exercise of the Extension Option, (c) the Base Rent shall be the Fair Market Rent as determined in accordance with paragraph 2.2.3 hereof (taking into account such new base years), and (d) Landlord shall have no obligation to prepare, refurbish or construct the “Option Premises or any part thereof prior to Extend”) for one the commencement of the herein additional term or otherwise provide any amount of five yearsimprovement allowance in respect of the Premises. Any exercise of such Extension Option by Tenant as provided herein shall be irrevocable, ending on March 31whether or not Fair Market Rent has been determined as of such date. If the Fair Market Rent has not been determined as of the commencement date of such additional term, 2019 Tenant initially shall pay Base Rent plus escalations for the extended term at the same rates payable for the Premises as of the date immediately preceding the commencement of such additional term, with a retroactive adjustment to be made within ten (10) Business Days after the determination of Fair Market Rent. Notice (the “"Option Notice") of Tenant's intention to exercise the Extension Period’)Option must be given to Landlord, to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than in writing, at least twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration initial term of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEELease.
Appears in 1 contract
Sources: Gross Lease (Lightbridge Inc)
Option to Extend. On (a) Sublessee shall have the conditions option (“Option to Extend), which conditions LESSOR may waiveoption and right shall not be severed from this Sublease or separately assigned, mortgaged or transferred, to extend the Sublease Term for one (1) additional consecutive period commencing on October 1, 2008, and ending on November 29, 2011 (hereinafter referred to as the “Extension Period”), provided that (a) Sublessee shall give Sublessor notice of Sublessee’s exercise of such option at its election, by written notice least six (6) full calendar months prior to LESSEE the expiration of the initial Sublease Term and (b) no Event of Default shall exist at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, giving such notice and at the commencement of the Extension Period, . Except for the amount of Base Sublease Rent payable during the Extension Period (which is to be determined as hereinafter definedprovided), then LESSEE all of the terms, covenants, conditions, provisions and agreements in this Sublease shall be applicable to the Extension Period, except that there shall be no further options to extend the Sublease Term nor shall Sublessor be obligated to make or pay for any improvements to the Subleased Premises nor pay any inducement payments of any kind or nature. If Sublessee shall give notice of its exercise of such option to extend in the manner and within the time period provided aforesaid, the Sublease Term shall be extended upon the giving of such notice without the requirement of any further attention on the part of either Sublessor or Sublessee except as may be required in order to determine Base Sublease Rent as hereafter set forth.
(b) If Sublessee shall fail to give timely notice of the exercise of such option as aforesaid, Sublessee shall have the no right to extend the term hereof (the “Option to Extend”) for one additional term of five yearsSublease Term, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration time being of the then current termessence of the foregoing provisions. LESSEE may exercise such Option Any termination of this Sublease shall terminate the rights hereby granted to Extend by giving written notice to LESSOR Sublessee.
(the “Extension Notice”c) on or before the date which no less than The Base Sublease Rent payable for each twelve (12) months prior to month period during the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions Fair Market Rental Value (as said term is hereinafter defined) as of this Lease, except that the Base Rent payable shall be set at commencement of the then fair market effective rent for the Leased Premises. In Extension Period but in no event, however, shall the Base Rent be event less than the then-current Base Sublease Rent at per annum payable for and with respect to the expiration last twelve (12) calendar months of the current initial Sublease Term. For “Fair Market Rental Value” shall be computed as of the purpose beginning of this Section, fair market effective rent the Extension Period and shall mean the Base Rent plus such additional financial economic terms at which sublandlords are subleasing to subtenants, and subtenants are subleasing from sublandlords, for a comparable term, non-renewal, non-equity space comparable in size to the Subleased Premises, from a willing sublandlord to a willing subtenant, at arm’s length, which comparable space is located in “Comparable Buildings” in the nature vicinity (i.e., of rent a similar age and rent adjustments customarily then being included in leases for similar quality considering any recent renovations or modernization, and floor plate size) or, if such Comparable Buildings, or comparable space within the greater Waltham area. LESSEE shallComparable Buildings, during the Extension Periodis not available, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises adjustments shall be agreed upon by LESSOR made in the determination of Fair Market Rent to reflect the age and LESSEE; quality of the Building and Premises as contrasted to other buildings used for comparison purposes, with similar amenities, taking into consideration size, location, floor level, proposed term of the lease, the ratio of rentable square feet to usable square feet, the type of escalation clause (e.g., whether increases in additional rent are determined on a net or gross basis), extent of services to be provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time providedthat the particular rate under consideration became or is to become effective, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such partyfact that this is a sublease, as opposed to a lease, and the cost of the third appraiser shall be shared equally by LESSOR other relevant factors as well as all subtenant concessions and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEinducements and all sublandlord requirements and benefits.
Appears in 1 contract
Sources: Sublease Agreement (Lightbridge Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon At the expiration of the then current term. LESSEE original Term hereof, Tenant may exercise such Option to Extend extend this Lease for two (2) extended terms of five (5) years by giving Landlord unequivocal written notice of its intention to LESSOR do so at least nine (the “Extension Notice”) on or before the date which no less than twelve (129) months prior to the expiration of the then current said original Term or extended Term. Such Extension Period Notwithstanding the foregoing, Tenant shall have no right to extend the Term of this Lease if Tenant is in material default beyond any applicable cure period under the Lease on the date of giving such notice or on the date of commencement of such extended term. The extended terms shall be upon all of the same terms and conditions of this Lease, except that the following rights of Tenant during the original Term of this Lease (if and to the extent expressly provided for in this Lease) shall not apply during such option periods: (a) any right to rent-free possession, (b) any right to further extension of the Term beyond the extended term set forth hereinabove, and (c) any right to continue to pay the same Base Rent payable shall be set at the then fair market effective rent for the Leased PremisesRent. In no event, however, shall Landlord and Tenant hereby acknowledge and agree that the Base Rent during any extended terms shall be less one hundred percent (100%) of the “Fair Market Rental” for the Premises, as determined in accordance with this Section, Landlord’s initial estimate of which shall be provided to Tenant by Landlord no later than the then-current Base Rent at nine (9) months prior to the expiration of the current said original Term or extended Term. For The parties shall have until the purpose of this Section, fair market effective rent shall mean date that is five (5) months prior to the date that said original Term or extended Term will expire (the “Deadline for Rental Agreement”) in order to agree on Base Rent for such extended term. If the parties agree on the Base Rent plus for such additional financial terms in extended term on or before the nature of rent and rent adjustments customarily then being included in leases Deadline for similar space within Rental Agreement, they shall immediately execute an amendment to this Lease stating the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent Base Rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE extended term. If the parties are unable to agree on said fair market effective rent Base Rent for such extended term on or before the Deadline for Rental Agreement, then the Fair Market Rental shall be established by appraisal as follows: (i) within ten (10) days after the Deadline for Rental Agreement (or, if later, within ten (10) days after Landlord or Tenant has given to the other a written demand that the Fair Market Rental be determined in accordance with the provisions of this Section 4(d) [a “Written Demand for Determination”]), Landlord and Tenant shall each give to the other a written notice setting forth its final determination of the Fair Market Rental (collectively, the “Final Fair Rental Notices”); (ii) if only one (1) Final Fair Rental Notice is timely given, then that one (1) Final Fair Rental Notice shall conclusively establish the Fair Market Rental; (iii) if both Landlord and Tenant give Final Fair Rental Notices, and the Final Fair Rental Notices are different in any respect, then the Fair Market Rental shall be conclusively established by an independent appraiser mutually chosen by Landlord and Tenant; provided that, if Landlord and Tenant have not agreed upon, and engaged, such appraiser within thirty (30) days after the Deadline for Rental Agreement (or, if later, within twenty (20) days after a Written Demand for Determination has been given), then, either Landlord or Tenant shall have the right, but no obligation, to file a declaratory relief action in the Superior Court in the county where the Premises are located for the purpose of having that Court appoint, or impose a mechanism for appointment of, an independent appraiser; provided further that, if Landlord and Tenant shall both then agree to allow their attorneys to select the appraiser, instead of filing a declaratory relief action, Landlord and Tenant shall each engage a duly licensed California attorney with commercial leasing experience of at least ten (10) years, which attorneys shall, by their agreement, select the appraiser; (iv) Landlord and Tenant shall share equally the fees and expenses of the date selected appraiser and shall each pay its own attorneys’ fees, except that, if a declaratory relief action is filed, then, in connection with making its decision and entering its judgment, the Court shall, in its discretion, allocate between Landlord and Tenant all costs and fees incurred by either or both of the Extension Noticethem, said fair market effective rent shall be conclusively determined by three including, but not limited to, attorneys’ fees and appraisal fees; (3v) appraisers. Within fifteen (15) days of the expiration of such within thirty (30) day perioddays after the appraiser’s engagement, LESSOR the appraiser shall deliver to Landlord and LESSEE shall each select an to Tenant the appraiser, who shall select a third. Should ’s determination of which of the two appraisers fail (2) Final Fair Rental Notices (the “Chosen Fair Value Rental Notice”) is, in the appraiser’s opinion, the closest to agree on a third within fifteen (15) days the then current fair market value rent for the Premises, based upon the then current highest and best use thereof, without any consideration given to the then current uses of the date on which such appraisers have been appointedPremises, or if either LESSOR any portion thereof, but with consideration given to any enhancement or LESSEE diminution in fair market value rent arising from the terms or conditions of this Lease; and the amount set forth in the Chosen Fair Value Rental Notice shall fail be deemed to appoint an appraiser within be the time provided, such Fair Market Rental; and (vi) the appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost required to give to Landlord and to Tenant a written statement of the appraiser’s reasoning and justification for selection of the Chosen Fair Value Rental Notice; the appraiser selected shall not be permitted to decide on a middle ground, or to suggest any compromise; the appraiser’s sole function shall be to determine the Chosen Fair Value Rental Notice, and provide his or her reasons therefor. Landlord and Tenant hereby acknowledge that they intend that the Fair Market Rental shall be deemed to be the rent per square foot of rentable area of office space that is then being charged for office space located in office buildings in the vicinity within a radius of one (1) mile of the Building that are comparable in quality and offer similar amenities to the Building, and involving renewing leases with similar terms and conditions, and involving the use of the premises for general office purposes, and taking into account whether a real estate brokerage commission is paid as may be required hereunder and in the amount as set forth below. The office spaces used for comparison shall be reasonably comparable in size, quality and design to the Premises, and such office spaces used for comparison shall be reasonably comparable to the Premises with respect to their location within such buildings. The appraiser shall also consider the quality and quantity of tenant improvements, the services provided by each landlord to such partytenant, and the cost financial strength of Tenant, as well as all other concessions then being offered to similar tenants. In the event that the Fair Market Rental is not established before the commencement of the third appraiser extended term, Tenant shall continue to pay the Base Rent in effect as of the end of the original Term; and when the Fair Market Rental has been established, the new Base Rent shall be shared equally by LESSOR retroactively effective as of the beginning of the extended term, and LESSEETenant shall pay Landlord any deficiency within thirty (30) days after the establishment of the new Base Rent. If Tenant has overpaid Base Rent during such period, such overpayment shall be offset against Rent thereafter coming due. Landlord agrees, at Tenant’s election, to pay to the three appraisers are unable Broker for Tenant identified in the Basic Lease Information, or to agree upon such fair market effective rent within fifteen other broker as Tenant may then choose to represent Tenant, a commission equal to two percent (152%) days of the appointment of the third appraiser, the fair market effective rent Base Rent payable during said extended term. Said commission shall be that due and payable when Tenant gives to Landlord its written notice electing to extend the Term as above provided or, if later, when the Fair Market Rental is determined by the appraiser not selected by either LESSOR or LESSEEas above provided.
Appears in 1 contract
Option to Extend. On Provided the conditions Required Conditions (which conditions LESSOR may waiveas defined below) have been met, at its electionthe Tenant will have a non-transferable right (save and except to an affiliate corporation of the Tenant, by written notice to LESSEE at any time) as that LESSEE term is not in default of its covenants and obligations defined under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right Business Corporations Act (Canada)) to extend the term hereof (the “Option to Extend”) Term for one additional term 2 periods of five years5 years each, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice given to LESSOR (the “Extension Notice”) on or before the date which no less Landlord at least 6 months but not more than twelve (12) 12 months prior to the expiration expiry of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For Minimum Rent payable during the purpose of this Section, extension terms shall be based upon the then-prevailing fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases net rental for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a thirdpremises similarly located. Should the two appraisers fail to Tenant not exercise any extension right, then that extension right and all subsequent extension rights shall be lost and deemed null and void. If the parties cannot agree on a third the Minimum Rent payable during the extension term within fifteen (15) 45 days of following the date on which such appraisers have been appointedthe Tenant has provided its notice to exercise, or if either LESSOR or LESSEE shall fail to appoint an appraiser within then the time provided, such appraiser shall Minimum Rent will be appointed determined by a single arbitrator jointly selected by the American Institute of Appraisers. Each party shall bear the cost parties within 20 days after expiration of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE45 day period referred to above. If the three appraisers parties are unable to agree upon a single arbitrator within such fair market effective rent 20 day period, then both parties will, within fifteen (15) 7 days after the expiration of that 20 day period, advise the other party of their appointment of a single arbitrator and both arbitrators so appointed will jointly appoint a third arbitrator within 7 days after their own appointment. If any of the appointment parties fails to appoint their own arbitrator within the 7 day period, then the arbitrator appointed by the other party will be deemed to have authority to determine the matter alone. If both parties fail to each appoint their own arbitrator, then the within option shall be null and void and of no effect. The decision of the third appraiserarbitrator as to the Minimum Rent or, where there is a panel of 3 arbitrators, the decision of a majority of such arbitrators, must be reached before the start of the extension term and all costs of the arbitration will be shared equally between the parties. If the arbitration decision has not been given prior to the start of the extension term, then from and after the first day of the extension term, the Tenant will pay the minimum rent which the Landlord sets forth as reflecting the fair market effective rent shall net rental and any necessary adjustments following the arbitration decision will be that determined made retroactive to the first day of the extension term. At the Landlord’s option, the Tenant will execute an extension agreement, as prepared by the appraiser Landlord, to give effect to the extension term. Reference in this Lease to any rights to early occupancy or rent free periods, indemnities of the Landlord in favour of the Tenant or requirements on the Landlord’s part to perform any work or to pay to the Tenant any construction allowance, inducement, loan or other amount in connection with this Lease or improvements installed in the Leased Premises, shall not selected by either LESSOR or LESSEEapply to the extension term, such rights, indemnities and requirements being deemed to have expired with the expiry of the then-current Term of this Lease. Without limiting the generality of the foregoing, the Landlord’s right to terminate as set out in Article X of this Lease shall apply during such extensions of term as set out herein.
Appears in 1 contract
Sources: Industrial Lease (Primerica, Inc.)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have Landlord hereby grants Tenant the right to extend the term hereof (of the “Option to Extend”) Lease for one (1) additional term period of five yearsfour (4) years (such extended period is hereinafter referred to as the "Extended Term") on the same terms and conditions contained in the Lease, ending on March 31except that (i) Base Rent for the Extended Term shall be as set forth per the fair market rent methodology hereinbelow, 2019 (the “Extension Period’), ii) no additional options to commence immediately upon extend shall apply following the expiration of the then current termExtended Term, and (iii) Landlord shall have no obligation to make any improvements to the Premises or contribute any amounts therefor. LESSEE may Written notice of Tenant's exercise such of its option to extend ("Option to Extend by giving written notice Extend") the Term of this Lease for the Extended Term must be given to LESSOR (the “Extension Notice”) on or before the date which Landlord no less than twelve six (126) months prior to the expiration date the Term of the then current TermLease would otherwise expire. Such Extension Period shall be upon the same terms and conditions of If Tenant is in default under this Lease, except Tenant shall have no right to extend the Term of this Lease until such default is cured within the cure period set forth in this Lease for such default, if any; provided, that the period of time within which said Option to Extend may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise said Option to Extend because of a default. In the event Tenant validly exercises its Option to Extend the Term of this Lease as herein provided, Base Rent shall be adjusted as of the commencement date of the Extended Term as follows (but in no event shall it be' less than the Base Rent payable for the month immediately prior to the commencement of the Extended Term):
(A) Not later than five (5) months prior to the commencement of an Extended Term, Landlord shall be set at provide Tenant with Landlord's determination of the then fair market effective Base Rent for such Extended Term, including any appropriate annual fair market rent increases ("Landlord's Determination of Base Rent for Extended Term"). Tenant shall provide notice to Landlord within ten (10) days after receipt of such notice from Landlord as to whether Tenant accepts 'Landlord's Determination of Base Rent for Extended Term. In the event Tenant does not agree to Landlord's Determination of Base Rent for Extended Term, Landlord and Tenant shall attempt to agree upon Base Rent for the Leased Premises. In no eventPremises for the Extended Term, however, shall such rent to be the Base Rent be less than the then-current Base Rent at the expiration fair market rental value of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent Premises for the Leased Premises shall be agreed upon by LESSOR and LESSEE; providedExtended Term, however, if LESSOR and LESSEE as defined in Subsection (C) below. If the parties are unable to agree on said fair market effective rent upon the Base Rent for the Extended Term by the date three (3) months prior to the commencement of the Extended Term, then within ten (10) days thereafter each party, at its own cost and by giving notice to the other party, shall appoint a real estate appraiser with at least five (5) years full-time commercial real estate appraisal experience in the area in which the Premises are located to appraise and set Base Rent for the Extended Term, If a party does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set Base Rent for the Extended Term. If each party shall have so appointed an appraiser, the two appraisers shall meet promptly and attempt to set the Base Rent for the Extended Term. If the two appraisers are unable to agree within thirty (30) days of after the date of second appraiser has been appointed, they shall attempt to select a third appraiser meeting the Extension Notice, said fair market effective rent shall be conclusively determined by three qualifications herein stated within ten (3) appraisers. Within fifteen (1510) days of after the expiration of such thirty (30) last day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail are given to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEset Base Rent. If the three two appraisers are unable to agree on the third appraiser within such ten (10) day period, either of the parties to this Lease, by giving five (5) days notice to the other party, may apply to the then presiding judge of the Washington County Circuit Court for the selection of a third appraiser meeting the qualifications stated in this paragraph. Each of the parties shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party.
(B) The fair market Base Rent shall be fixed by the three appraisers in accordance with the following procedures. Each party appointed appraiser shall state, in writing, such appraiser's determination of the fair market Base Rent supported by the reasons therefor and shall make counterpart copies for the other party appointed appraiser and the neutral appraiser. The party appointed appraisers shall arrange for a simultaneous exchange of their proposed fair market Base Rent determinations. The role of the neutral appraiser shall be to select whichever of the two proposed determinations of fair market Base Rent most closely approximates the neutral appraiser's own determination of fair market Base Rent. The neutral appraiser shall have no right to propose a middle ground or any modification of either of the two proposed determinations of fair market Base Rent. The determination of fair market Base Rent the neutral appraiser chooses as that most closely approximating the neutral appraiser's determination of the fair market Base Rent shall constitute the decision of the appraisers and shall be final and binding upon the parties. The appraisers shall have no power to modify the provisions of this Lease.
(C) For purposes of the appraisal, the term "-fair market Base Rent-" shall mean the price that a ready and willing tenant would pay, as of the Extended Term commencement date, as a base rent to a ready and willing landlord of premises comparable to the Premises, in terms of size, quality and comparable term, in their then-improved state, in the Wilsonville, Oregon market, if such premises were exposed for lease on the open market for a reasonable period of time; including any rent increases over the Extended Term. In no event shall there be deducted from such fair market effective rent within fifteen rental the value of any concessions, including without limitation, tenant improvements, commission and/or "downtime."
(15D) The neutral appraiser's decision shall be made not later than thirty (30) days after the submission by the appraisers of their proposals with respect to the fair market Base Rent. The parties have included these time limits in order to expedite the proceeding, but they are not jurisdictional, and the neutral appraiser may for good cause allow reasonable extensions or delays, which shall not affect the validity of the appointment of award. Absent fraud, collusion or willful misconduct by the third neutral appraiser, the fair market effective rent award shall be that determined final, and judgment may be entered in any court having jurisdiction thereof. The option privilege granted herein shall not be assigned under any circumstances unless Landlord shall have consented to such assignment in writing, which consent may be withheld by the appraiser not selected by either LESSOR or LESSEELandlord in its sole discretion.
Appears in 1 contract
Option to Extend. On Provided the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease hereunder beyond any applicable notice and grace or cure periods, both LESSEE shall have one (1) three (3) year option to extend the lease term at a rent equal to the greater of the following: (a) market rate for equivalent office space in similarly located buildings within the Waltham market as determined by LESSOR; or (b) the total rent then in effect as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration date of the then current lease term. In no event shall the rent for the option term be less than the total rent then in effect as of the expiration date of the then current lease term. LESSEE may exercise such Option to Extend by giving must give LESSOR written notice to LESSOR it is exercising its extension option no later than six (the “Extension Notice”) on or before the date which no less than twelve (126) months prior to the expiration of the then current Termlease term (“Extension Notice”). Such Extension Period LESSOR shall be upon provide LESSEE with the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent rate for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent extended term within thirty (30) days of receiving the Extension Notice. In the event LESSEE notifies LESSOR as provided herein and, within thirty (30) days of receiving the LESSOR’S rent rate for the extended term has, in accordance with this paragraph, (i) delivered a fully executed mutually agreeable lease amendment, (ii) updated all deposits, and (iii) tendered the first month’s base rent for the extended term, then the Lease Agreement shall automatically be extended three (3) years from the date the Lease Agreement would have expired had the option to extend not been exercised. LESSEE shall be responsible for all payments necessary to maintain a security deposit equivalent to a minimum of two (2) month’s base rent. All other terms and provisions under the Lease Agreement, other than LESSOR’S Work or other tenant improvements, shall continue through the extended lease term. In the event the LESSEE does not provide the Extension Notice, said fair market effective rent execute a lease amendment and provide payment as provided herein, the LESSEE shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of deemed to have waived its option to extend the lease term and this Lease Agreement shall terminate upon the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEthen current term.
Appears in 1 contract
Option to Extend. On Landlord hereby grants to Tenant the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right option to extend the term hereof of the Lease for one (1) three (3)-year period (the “Option to Extend”"Extension Option") for one additional commencing when the initial lease term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately expires upon the expiration each and all of the then current term. LESSEE may exercise such Option following terms and conditions:
(a) On a date which is prior to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less that the option period would commence (if exercised) by at least nine (9) calendar months and not more than twelve (12) months prior to the expiration calendar months, Landlord shall have received from Tenant a written notice of the then current Termexercise of the option to extend the Lease for said additional term (an “Exercise Notice”), time being of the essence. Such If the Exercise Notice is not so given and received, the Extension Period Option shall automatically expire, Tenant shall no longer have the right to give an Exercise Notice and this Paragraph 1 shall be upon of no further force or effect. Tenant shall give the same Exercise Notice using certified mail return receipt requested or some other method where the person delivering the package containing the Exercise Notice obtains a signature of the person accepting the package containing the Exercise Notice (e.g., by FedEx with the requirement that the FedEx delivery person obtain a signature from the person accepting the package). It shall be the obligation of Tenant to demonstrate that Landlord received the Exercise Notice in a timely manner.
(b) All of the terms and conditions of the Lease except where specifically modified by this Lease, except that the Paragraph 1 shall apply.
(c) The monthly Base Rent payable during the option term shall be set at the then fair market effective rent for Market Rate on the Leased Premises. In no eventdate the option term commences; provided, however, that at no time during the term of the Extension Option shall the Base Rent be less than the then-current Base Rent at due immediately preceding the expiration commencement of the current Term. For term of the purpose of this Section, fair market effective rent Extension Option.
(d) The term "Market Rate" shall mean the Base Rent plus such additional financial annual amount per rentable square foot that a willing, comparable renewal tenant would pay and a willing, comparable landlord of a Comparable Building would accept at arm's length for similar space, giving appropriate consideration to the following matters: (i) annual rental rates per rentable square foot; (ii) the type of escalation clauses (including, but without limitation, operating expense, real estate taxes, and CPI) and the extent of liability under the escalation clauses (i.e., whether determined on a "net lease" basis or by increases over a particular base year or base dollar amount); (iii) rent abatement provisions reflecting free rent and/or no rent during the lease term; (iv) length of lease term; (v) size and location of premises being leased; and (vi) other generally applicable terms in the nature and conditions of rent and rent adjustments customarily then being included in leases tenancy for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair including market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEEtenant concessions; provided, however, if LESSOR and LESSEE Tenant shall not be entitled to any tenant improvement allowance. If renewal tenants exercising similar market rate extension options are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Noticereceiving a tenant improvement allowance, said fair market effective rent this fact shall be conclusively determined by three (3) appraiserstaken into consideration in determining the Market Rate. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR The Market Rate may also designate periodic rental increases and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEsimilar economic adjustments.
Appears in 1 contract
Option to Extend. On the conditions Subject to Tenant providing Landlord six (which conditions LESSOR may waive, at its election, by 6) months prior written notice to LESSEE at any time) that LESSEE and Tenant is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as any terms of the time of exercise of Lease, Tenant shall have the Option to ExtendExtend the Lease for all space then under lease by Tenant in the Building, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one (1) additional term of five (5) years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of . The base rental rate shall be the then current term"fair market" rental rates for like space in the Foothill Ranch Office Market Place. LESSEE may exercise such Option If Tenant objects to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration Landlord's determination of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no eventrental, however, Tenant shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms notify Landlord in the nature of rent and rent adjustments customarily then being included in leases for similar space writing within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty ten (3010) days of the date notice of the Extension NoticeLandlord's determination, said that Tenant disagrees with Landlord's determination of fair market effective rent shall be conclusively determined by three (3) appraisersrental. Within fifteen (15) days of In the expiration of such thirty (30) day period, LESSOR event that Landlord and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers Tenant are unable to agree upon the fair market rental value of the Premises, then the fair market rental value shall be determined by appraisal as set forth below. Until the appraisal procedures are final, Tenant shall pay base rent in the amount of Landlord's determination. After the determination of the appraisers is final, Landlord shall promptly reimburse Tenant for any overpayment by Tenant of base rent owing for prior months, and Tenant shall promptly make payment to Landlord for any underpayment of base rent owing for prior months. If Landlord and Tenant are unable to agree upon the fair market rental value of the Premises, then Landlord shall cause an M.A.I. appraiser (the "First Appraiser") to determine such fair market effective rent rental value. If such appraisal is deemed unacceptable by Tenant, then Tenant shall so advise Landlord in writing within fifteen ten (1510) days after receipt of such appraisal and Tenant shall engage another M.A.I. appraiser (the appointment of "Second Appraiser") to appraise the Premises. The First Appraiser and the Second Appraiser shall together choose a third appraiserM.A.I. appraiser (the "Third Appraiser"). If the appraisal determined by the Third Appraiser is greater than the highest appraisal or lower than the lowest appraisal given by the First Appraiser and the Second Appraiser, then the fair market rental value shall be the amount determined by the appraisal given by the First Appraiser or the Second Appraiser, as applicable, which is closest in amount to the appraisal given by the Third Appraiser. Otherwise, the fair market effective rent rental value shall be that the average of the amount determined by the appraiser not selected three appraisals. All other terms and conditions of the initial lease shall remain the same for the extended term of the lease. The cost of all appraisals shall be borne by either LESSOR or LESSEETenant if the fair market rental value of the Premises determined by the foregoing appraisal process is within five percent (5%) of Landlord's original determination; otherwise the cost of all appraisals shall be borne equally by Landlord and Tenant.
Appears in 1 contract
Option to Extend. On As long as Tenant has not been in default during the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE initial Term of the Lease and is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of at the time of its exercise of the Option to Extendthis option, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right one (1) option to extend the term hereof (Term of this Lease in accordance with the “Option to Extend”) provisions of this paragraph for one an additional term of five (5) years, ending on March 31all the same terms and conditions with the exception of Monthly Rent payable under Article 3 hereof, 2019 (which shall be the-then prevailing base rent being charged for reasonably comparable space in the “Extension Period’)Burt▇▇ ▇▇▇ls, Nashville, Tennessee market. In addition, Landlord shall not provide Tenant any improvement allowance in connection with the extension, unless otherwise agreed to commence immediately upon by the expiration of parties. If Tenant elects to exercise the then current term. LESSEE may exercise such Option foregoing option to Extend by giving extend, it shall give Landlord written notice of its election to LESSOR (the “Extension Notice”) do so on or before the date which no less than twelve (12) months is 180 days prior to the expiration of the then then-current Term. Such Extension Period term of the Lease, time being of the essence, which notice shall also request that Landlord furnish Tenant with the Monthly Rent for the extended term which shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premisesderived as aforesaid. In no eventProvided, however, shall in the Base event Landlord and Tenant have not signed an amendment to this Lease for any reason confirming the extended term of the Lease and setting forth the Monthly Rent be for that term by a date which is no less than 60 days prior to the expiration of the then-current Base Rent at term of the Lease, time being of the essence, then Tenant's extension of the Lease shall be deemed null and void and this Lease shall expire on the expiration of date as if the current Termabove extension option had not been exercised. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue This option to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable extend is personal to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such partyTenant only, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEis not assignable. If the three appraisers are unable Tenant has no option(s) to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEextend this Lease except as set forth in this paragraph.
Appears in 1 contract
Sources: Office Lease (Link2gov Corp)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE Provided Tenant is not in default under this Lease either on the date of its covenants and obligations under exercise or at the Lease beyond applicable notice and cure periods, both as end of the time of exercise of the Option to ExtendTerm, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right an option to extend the term hereof (the “Option to Extend”) Term of this Lease for one additional term period of five years, ending on March 31, 2019 three (3) years (the “Extension Period’), to commence immediately upon "Optional Term") on the expiration of the Initial Term, upon the same terms and conditions as contained herein for the Initial Term, except that the Base Rent to be paid by Tenant to Landlord for the Optional Term shall be the then current termfair market rental value of the Premises to be determined as set forth below. LESSEE may The option shall be exercised by written nonce setting forth Tenant's election to exercise such Option the option and must be delivered to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no Landlord not less than twelve ninety (1290) months days prior to the expiration of the then current Initial Term. Such Extension Period .
(A) Following Tenant's exercise of the option hereunder, Landlord and Tenant shall be upon negotiate for not more than thirty (30) days to agree on the same terms and conditions fair rental value of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no eventIf the parties are unable to agree, however, shall the Base Rent be less than the then-current Base Rent at then within ten (10) days after the expiration of such 30-day period, each party at its cost and by giving notice to the current Term. For the purpose of this Sectionother party, fair market effective rent shall mean the Base Rent plus such additional financial terms appoint M.A.I.-licensed appraiser with at least five (5) years continuous full-time appraisal experience in the nature geographical area in which the Premises are located, to appraise and determine the fair rental value. If a party does not appoint an M.A.I.-licensed appraiser within ten (10) days after the other party has given notice of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shallname of its M.A.I.-licensed appraiser, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises single M.A.I.-licensed appraiser appointed shall be agreed upon the sole appraiser and shall appraise and determine the fair rental value.
(B) If the two M.A.I.-licensed appraisers are so appointed by LESSOR the parties, they shall meet promptly and LESSEE; providedattempt to appraise and determine the fair rental value. If they are unable to agree within ten (10) days after the second M.A.I.-licensed appraiser has been appointed, however, if LESSOR they shall together select a third M.A.I.-licensed appraiser meeting the qualifications stated in (A) above within ten (10) days after the last date the two M.A.I. appraisers are given to appraise and LESSEE determine the fair rental value. If the two M.A.I.-licensed appraisers are unable to agree on said fair market effective rent within thirty the third M.A.I.-licensed appraiser, either of the parties, by ten (3010) days written notice to the other party, may apply to the presiding judge of the date Superior Court for the City and County of San Francisco for the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days selection of the expiration of a third such thirty (30) day period, LESSOR and LESSEE shall each select an M.A.I.-licensed appraiser, who shall select be a thirdperson who has not previously acted in any capacity for either party. Should Each of the two appraisers fail to agree on a parties shall bear one-half (1/2) of the cost of appointing the third within fifteen M.A.I.-licensed appraiser, however selected.
(15C) Within ten (10) days after the selection of the date on which such appraisers have been appointedthird M.A.I.-licensed appraiser, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such each M.A.I.-licensed appraiser shall prepare its determination of the fair rental value. The determination farthest from the other two shall be appointed by eliminated, and the American Institute fair rental value for purposes hereof shall be the average of Appraisersthe remaining two determinations. Each party shall bear pay the cost fees and expenses of the M.A.I.-licensed appraiser selected appointed by such party, party and fifty percent (50%) of the cost fees and expenses of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third M.A.I.-licensed appraiser, if any. In no event shall the fair market effective rent shall rental value be that determined less than the Base Rent paid by Tenant during the appraiser not selected by either LESSOR or LESSEElast year of the Lease Term.
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice Landlord grants to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have Tenant the right to extend the term hereof Lease Term (the “Option to ExtendRenewal Option”) for one additional term two (2) consecutive periods of five years, ending on March 31, 2019 (the 5) years each (“Extension Period’Option Term”), to commence immediately upon the expiration of the then current term. LESSEE may following terms and conditions:
(a) Tenant must exercise such Option to Extend each Renewal Option, if at all, by giving providing Landlord with written notice to LESSOR thereof at least six (the “Extension Notice”6) on or before the date which no less months but not more than twelve (12) months prior to the expiration date of the then then-current TermLease Term (“Renewal Notice”); provided, that Tenant may not exercise such option, or commence occupancy under any extended term if, upon any date any written notice of election to extend is given, or upon the date any extended term would otherwise commence if Tenant is in default under any of the provisions of the Lease beyond all applicable notice and cure periods. Such Extension Period If Tenant does not provide Landlord with the Renewal Notice as and when herein specified, the Renewal Option shall terminate and be of no further force or effect. If Tenant exercises a Renewal Option, the Lease Term shall be extended for an additional period of three (3) years upon the same terms and conditions of this as set forth in the Lease, except that the Base Basic Rent payable and this Renewal Option. The Basic Rent for such Option Term shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base “Market Rate” as defined below. Each of the two Renewal Options may be exercised only once and once exercised, such Renewal Option shall not be effective during any subsequent Option Term.
(b) The Renewal Option shall apply to the entire Demised Premises, as amended or expanded as of the commencement date of each Option Term, and may not be exercised as to only a portion of the Demised Premises. Upon exercise of a Renewal Option, Landlord and Tenant shall enter into an amendment to the Lease memorializing the Basic Rent Amount and any other changed terms and/or conditions of the Lease during such Option Term. If there is a Default by Tenant at any time between the date it exercises a Renewal Option and the date upon which such Option Term is to commence, then Landlord at its option may elect to treat the exercise of such Renewal Option as ineffective in which case this Lease shall terminate upon expiration of the then-current Lease Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms .
(c) The Renewal Option is personal to Tenant and in the nature event of rent and rent adjustments customarily then being included in leases for similar space within any Transfer by Tenant, whether or not with the greater Waltham area. LESSEE shallconsent of Landlord, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days any Renewal Options which have not been exercised as of the date of such Transfer shall automatically terminate.
(d) The “Market Rate” is a price a willing tenant would pay to a willing landlord in an arms-length transaction if both had the Extension same knowledge of the facts and reasonable market exposure. Here, Landlord and Tenant shall, in good faith, negotiate and attempt to determine a mutually acceptable Market Rate relying on the rental rate for similar properties within the same local area and taking into account adjustments for the differences in the properties and the value to a prospective tenant as of the commencement date of such Option Term, taking into consideration the uses permitted under the Lease, the quality, size, design and location of the Demised Premises.
(e) If, a mutually agreed upon Market Rate is not determined before Tenant provides Landlord with a written Renewal Notice, said fair market effective rent Landlord shall be conclusively determined by three notify Tenant of his Market Rate offer for the Option Term (3“Landlord’s Rate”) appraiserswithin twenty (20) days after receiving the Renewal Notice. Within fifteen If Tenant does not agree that Landlord’s offered Rate is the Market Rate, Tenant shall provide written notice thereof to Landlord within twenty (1520) days of Landlord’s Market Rate offer, rejecting Landlord’s Market Rate offer and indicating the expiration of amount that Tenant asserts is the proper Market Rate for the Option Term (“Tenant’s Rate”). If Tenant fails to provide written notice within such thirty twenty (3020) day period, LESSOR and LESSEE Tenant shall be deemed to have accepted Landlord’s Market Rate offer as the agreed upon Market Rate. If Tenant timely provides notice rejecting Landlord’s Market Rate offer, then each party shall, within ten (10) days after Tenant’s rejection notice, designate by written notice to the other party one (1) licensed Colorado real estate broker, who is not affiliated with nor has had an economic relationship with the designating party within the last five (5) years, having at least five (5) years’ experience in the Castle Rock commercial real estate market (“Broker(s)”). The two Brokers shall each select an appraiser, who determine the Market Rate for the Demised Premises. Each Broker will be paid for the Broker’s Price Opinion by the party designating him or her. Landlord and Tenant shall select a third. Should each require the two appraisers fail Brokers to agree on a third make such determination and report it in writing to Landlord and Tenant within fifteen twenty (1520) days after such selection. The two Broker’s price opinions shall be averaged to create a Market Rate which will set the and the Initial Base rate for the first year of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEErenewal.
Appears in 1 contract
Option to Extend. On (a) Landlord hereby grants Tenant a single option to extend the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default initial Term of its covenants and obligations under the Lease beyond applicable notice for an additional period of five (5) years (such period may be referred to as the "Option Term"), as to the entire Premises as it may then exist, upon and cure periodssubject to the terms and conditions of this Section (the "Option To Extend"), both as of and provided that at the time of exercise of such right: (i) Tenant must be in occupancy of the entire Premises; and (ii) there has been no material adverse change in Tenant's financial position from such position as of the date of execution of the Lease, as certified by Tenant's independent certified public accountants, and as supported by Tenant's certified financial statements, copies of which shall be delivered to Landlord with Tenant's written notice exercising its right hereunder.
(b) Tenant's election (the "Election Notice") to exercise the Option To Extend must be given to Landlord in writing no earlier than the date which is twelve (12) months before the Expiration Date and no later than the date which is nine (9) months prior to the Expiration Date. If Tenant either fails or elects not to exercise its Option to Extend by not timely giving its Election Notice, then the Option to Extend, as hereinafter defined, Extend shall be null and at void.
(c) The Option Term shall commence immediately after the commencement expiration of the Extension Periodinitial Term of the Lease. Tenant's leasing of the Premises during the Option Term shall be upon and subject to the same terms and conditions contained in the Lease except that (i) the Monthly Base Rent and, if applicable, the Operating Expenses Base Year, the Taxes Base Year and parking charges pursuant to the Lease shall be amended to equal the "Option Term Rent", defined and determined in the manner set forth in the immediately following Subsection; (ii) the Security Deposit, if any, shall be increased within fifteen (15) days after the Prevailing Market Rent has been determined to equal one hundred percent (100%) of the highest monthly installment of Monthly Base Rent thereunder; (iii) Tenant shall accept the Premises in its "as hereinafter definedis" condition without any obligation of Landlord to repaint, then LESSEE remodel, repair, improve or alter the Premises or to provide Tenant any allowance therefor; and (iv) there shall have the be no further option or right to extend the term hereof of the Lease. If Tenant timely and properly exercises the Option To Extend, references in the Lease to the Term shall be deemed to mean the initial Term as extended by the Option Term unless the context clearly requires otherwise.
(d) The Option Term Rent shall mean the “greater of (i) the Monthly Base Rent and parking charges payable by Tenant under this Lease calculated at the rate applicable for the last full month of the initial Term, with Rent Adjustments based upon the Operating Expenses Base Year and Taxes Base Year as defined in Section 1.03 (collectively, "Preceding Rent") or (ii) the "Prevailing Market Rent". As used herein Prevailing Market Rent shall mean the rent and all other monetary payments and escalations, including consumer price increases, that Landlord could obtain from a third party desiring to lease the Premises for a term equal to the Option Term and commencing when the Option Term is to Extend”) commence under market leasing conditions, and taking into account the following: the size, location and floor levels of the Premises; the type and quality of tenant improvements; age and location of the Project; quality of construction of the Project; services to be provided by Landlord or by tenant; the rent, all other monetary payments and escalations obtainable for one additional term new leases of five yearsspace comparable to the Premises in the Project and in comparable class A office buildings in downtown Walnut Creek, ending on March 31California, 2019 and other factors that would be relevant to such a third party in determining what such party would be willing to pay therefor, provided, however, that Prevailing Market Rent shall be determined without reduction or adjustment for "Tenant Concessions" (the “Extension Period’as defined below), if any, being offered to commence immediately prospective new tenants of comparable space. For purposes of the preceding sentence, the term "Tenant Concessions" shall include, without limitation, so-called free rent, tenant improvement allowances and work, moving allowances, and lease takeovers. The determination of Prevailing Market Rent based upon the expiration foregoing criteria shall be made by Landlord, in the good faith exercise of Landlord's business judgment. Within thirty (30) days after Tenant's exercise of the then current termOption To Extend, Landlord shall notify Tenant of Landlord's determination of Option Term Rent for the Premises. LESSEE If Landlord's determination of Prevailing Market Rent is greater than the Preceding Rent, and if Tenant, in Tenant's sole discretion, disagrees with the amount of Prevailing Market Rent determined by Landlord, Tenant may elect to revoke and rescind the exercise such Option to Extend of the option by giving written notice thereof to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent Landlord within thirty (30) days after notice of Landlord's determination of Prevailing Market Rent.
(e) This Option to Extend is personal to BRE and may not be used by, and shall not be transferable or assignable (voluntarily or involuntarily) to any person or entity.
(f) Upon the occurrence of any of the date following events, Landlord shall have the option, exercisable at any time prior to commencement of the Extension NoticeOption Term, said fair market effective rent to terminate all of the provisions of this Section with respect to the Option to Extend, with the effect of canceling and voiding any prior or subsequent exercise so this Option to Extend is of no force or effect:
(i) Tenant's failure to timely exercise the Option to Extend in accordance with the provisions of this Section.
(ii) The existence at the time Tenant exercises the Option to Extend or at the commencement of the Option Term of any default on the part of Tenant under the Lease or of any state of facts which with the passage of time or the giving of notice, or both, would constitute such a default.
(iii) Tenant's third default under the Lease prior to the commencement of the Option Term, notwithstanding that all such defaults may subsequently be cured. In the event of Landlord's termination of the Option to Extend pursuant to this Section, Tenant shall reimburse Landlord for all costs and expenses Landlord incurs in connection with Tenant's exercise of the Option to Extend including, without limitation, costs and expenses with respect to any brokerage commissions and attorneys' fees, and with respect to the design, construction or making of any tenant improvements, repairs or renovation or with respect to any payment of all or part of any allowance for any of the foregoing.
(g) Without limiting the generality of any provision of the Lease, time shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail essence with respect to agree on a third within fifteen (15) days all of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute provisions of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEthis Section.
Appears in 1 contract
Sources: Office Lease (Velocityhsi Inc)
Option to Extend. On Landlord hereby grants to Tenant the right, privilege, ----------------- and option to extend the Term of this Lease for three (3) periods of five (5) years ("First, Second and Third Extended Terms" respectively), from the date of expiration of the Initial Term, upon the same terms and conditions (which conditions LESSOR may waiveas herein contained, at its election, by except Basic Rent. Basic Rent shall be determined in the method set forth below for each Extended Term. Tenant shall give written notice to LESSEE Landlord at any timeleast three hundred sixty (360) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months days prior to the expiration of the then current expiring Term of Tenant's intention to exercise said option. In the event that Tenant fails to give notice by the specified deadline of its intention to exercise said option, then Tenant's right to extend this Lease for the remaining available Extended Terms shall terminate and be of no further force and effect.
(a) If Tenant validly exercises its option to extend the Term of this Lease as herein provided, Basic Rent shall be adjusted as of the first day of the applicable Extended Terms as follows:
(i) Commencing within ten (10) days after Landlord's receipt of Tenant's notice of its intention to exercise its option, Landlord and Tenant shall attempt to agree upon Basic Rent for the Premises for the applicable Extended Term, such rent to equal one hundred percent (100%) of the estimated fair market rental value of the Premises for the applicable Extended Term. Such Extension Period shall be upon If the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE parties are unable to agree on said fair market effective rent upon the Basic Rent within thirty (30) days after Landlord's receipt of the notice, then within thirty (30) days thereafter each party, at its own cost and by giving notice to the other party, shall appoint a real estate appraiser with at least five (5) years full-time commercial real estate appraisal experience in the area in which the Premises are located to appraise and set the Basic Rent for the applicable Extended Term. If a party does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set Basic Rent for the applicable Extended Term. If each party shall have so appointed an appraiser, the two appraisers shall meet promptly and attempt to set the Basic Rent for the applicable Extended Term. If the two appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to select a third appraiser meeting the qualifications herein stated within ten (10) days after the last day the two appraisers are given to set Basic Rent. If the two appraisers are unable to agree on the third appraiser within such ten (10) day period, either of the parties to this Lease, by giving five (5) days notice to the other party, may apply to the then presiding judge of the Superior Court of King County for the selection of a third appraiser meeting the qualifications stated in this paragraph. Each of the parties shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party.
(ii) Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall set Basic Rent for the applicable Extended Term. If a majority of the appraisers are unable to agree upon the Basic Rent within the stipulated period of time, the three appraisals shall be added together and their total divided by three (3). The resulting quotient shall be the Basic Rent for the Premises during the applicable Extended Term. If, however, the low appraisal and/or the high appraisal is/are more than five percent (5%) lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be disregarded. If only one (1) appraisal is disregarded, the remaining two (2) appraisals shall be added together and their total divided by two (2), and the resulting quotient shall be Basic Rent for the Premises during the applicable Extended Term.
(iii) For purposes of determining the Basic Rent for an Extended Term, including the determination of Basic Rent by the appraisers, the "fair market rental value" shall be based on the actual rental rates which ready and willing renewal tenants are paying as of the date of the Extension Noticenotice of Tenant's election to extend the Term, said as annual rent for a primary renewal premises (as distinguished from the rent payable for a sublet premises or with respect to an assignment of an interest in an existing lease or for the initial term for newly constructed or existing premises) to a ready and willing landlord of such primary renewal premises for space comparable to the Premises in a building comparable to the Building. Rental rates quoted or used under sublease agreements shall be considered rates of special circumstances and shall be excluded from the definition of "fair market effective rent rental value" under this Section.
(iv) Notwithstanding the above to the contrary, such arbitration procedure shall be conclusively determined completed prior to the commencement date of the Extended Term and shall be final, binding and non appealable.
(b) If Tenant timely and properly exercises an option to extend, then Landlord agrees to provide Tenant with an allowance (the "Renewal Allowance") with respect each option exercised for the actual cost to re-paint and re-carpet the Premises (the "Renewal Improvements") in Building standard materials as defined in the Building Standard Tenant Improvement Specifications attached hereto as Exhibit "C-5". The Renewal Allowance shall be paid by three Landlord to Tenant within ten (3) appraisers. Within fifteen (1510) days of completion of the expiration Renewal Improvements and receipt by Landlord of such thirty copies of paid invoices for the Renewal Improvements.
(30c) day periodThe option to extend the Term in this Section is not assignable separate and apart from this Lease, LESSOR and LESSEE may only be exercised by Tenant or its assignee as permitted under Section 8 of this Lease.
(d) If Tenant timely and properly exercises its option to extend, then Landlord and Tenant shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days after the determination of Basic Rent for the Extended Term in question, execute an amendment to this Lease extending the Term on the terms and conditions set forth in this Section 2.2.
(e) Tenant shall not have the right to exercise the option to extend, notwithstanding anything to the contrary set forth above:
(i) During the time commencing from the date Landlord gives to Tenant a written notice that Tenant is in material nonmonetary default under any provisions of this Lease, and continuing until the default alleged in said notice is cured; or
(ii) During the period of time commencing on the day that written notice is given that a monetary obligation to Landlord is due from Tenant and unpaid continuing until the obligation is paid.
(f) The period of time within which the option may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise the option because of the date on which such appraisers have been appointed, provisions and/or restrictions in Section 2.2(e).
(g) All rights of Tenant under the provisions of this option shall terminate and be of no further force or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost effect even after Tenant's due and timely exercise of the appraiser selected by option, if after such partyexercise, and but prior to the cost first day of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable Extended Term in question, (1) Tenant fails to agree upon such fair market effective rent within fifteen pay to Landlord a monetary obligation of Tenant for a period of five (155) business days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.after written notice thereof from Landlord; or
Appears in 1 contract
Sources: Sublease Agreement (Mercata Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have Landlord hereby grants Tenant the right to extend the term hereof Term of the Lease for one (1) additional period of five (5) years (such extended period is hereinafter referred to as the “Extended Term”) on the same terms and conditions contained in the Lease, except that (i) Base Rent for the Extended Term shall be as set forth herein below, (ii) no additional options to extend shall apply following the expiration of the Extended Term, and (iii) Landlord shall have no obligation to make any improvements to the Premises or contribute any amounts therefor. Written notice of Tenant’s exercise of its option to extend (“Option to Extend”) the Term of this Lease for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), Extended Term must be given to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which Landlord no less more than twelve (12) months and no less than nine (9) months prior to the expiration date the Term of the then current TermLease would otherwise expire. Such Extension Period shall be upon the same terms and conditions of If Tenant is in default under this Lease, except Tenant shall have no Option to Extend the Term of this Lease until such default is cured within the cure period set forth in this Lease for such default, if any; provided, that the period of time within which said Option to Extend may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise said Option to Extend because of a default. In the event Tenant validly exercises its Option to Extend the Term of this Lease as herein provided, Base Rent payable shall be set at adjusted as of the then fair market effective rent for commencement date of the Leased Premises. In Extended Term as follows (but in no event, however, event shall the Base Rent it be less than the then-current Base Rent at for the expiration month immediately prior to the commencement of the Extended Term):
(a) Not later than six (6) months prior to the commencement of an Extended Term, Landlord shall provide Tenant with Landlord’s determination of the fair market Base Rent for such Extended Term, including periodic increases as dictated by the current market (“Landlord’s Determination of Base Rent for Extended Term”). Tenant shall provide notice to Landlord within ten (10) days after receipt of such notice from Landlord as to whether Tenant accepts Landlord’s Determination of Base Rent for Extended Term. For In the purpose event Tenant does not agree to Landlord’s Determination of this SectionBase Rent for the Extended Term, Landlord and Tenant shall attempt to agree upon Base Rent for the Premises for the Extended Term, such rent to be the fair market effective rent shall mean Base Rent, as defined in Subsection (c) below. If the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE parties are unable to agree on said fair market effective rent upon the Base Rent for the Extended Term by the date three (3) months prior to the commencement of the Extended Term, then within ten (10) days thereafter each party, at its own cost and by giving notice to the other party, shall appoint a real estate appraiser with at least five (5) years full- time commercial real estate appraisal experience in the area in which the Premises are located to appraise and set Base Rent for the Extended Term. If a party does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set Base Rent for the Extended Term. If each party shall have so appointed an appraiser, the two (2) appraisers shall meet promptly and attempt to set the Base Rent for the Extended Term. If the two (2) appraisers are unable to agree within thirty (30) days of after the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have second appraiser has been appointed, or if either LESSOR or LESSEE they shall fail attempt to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the select a third appraiser shall be shared equally by LESSOR and LESSEEmeeting the qualifications herein stated within ten (10) days after the last day the two (2) appraisers are given to set Base Rent. If the three two (2) appraisers are unable to agree on the third appraiser within such ten (10) day period, either of the parties to this Lease, by giving five (5) days’ notice to the other party, may apply to the Arbitration Service of Portland for the selection of a third appraiser meeting the qualifications stated in this Section. Each of the parties shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party.
(b) The fair market Base Rent shall be fixed by the appraisers) in accordance with the following procedure. Each party-appointed appraiser shall state, in writing, such appraiser’s determination of the fair market Base Rent supported by the reasons therefor and shall make counterpart copies for the other party-appointed appraiser and any neutral appraiser. The party-appointed appraisers shall arrange for a simultaneous exchange of their proposed fair market Base Rent determinations. The role of any neutral appraiser shall be to select whichever of the two (2) proposed determinations of fair market Base Rent most closely approximate the neutral appraiser’s own determination of fair market Base Rent. The neutral appraiser shall have no right to propose a middle ground or any modification of either of the two (2) proposed determinations of fair market Base Rent. The determination of fair market Base Rent the neutral appraiser chooses as that most closely approximating the neutral appraiser’s determination of the fair market Base Rent shall constitute the decision of the appraisers and shall be final and binding upon the parties. The appraisers shall have no power to modify the provisions of this Lease.
(c) For purposes of the appraisal, the term “fair market Base Rent” shall mean the price that a ready and willing tenant would pay, as of the Extended Term commencement date, as a base rent to a ready and willing landlord of industrial premises comparable to the Premises, in terms of size, quality and comparable term, in their then-improved state (excluding the value of Tenant’s Work, other than any base building improvements), in the Portland, Oregon market, if such premises were exposed for lease on the open market for a reasonable period of time; including any rent increases over the Extended Term. In no event shall there be deducted from such fair market effective rent within fifteen (15) days rental the value of the appointment of the third appraiserany concessions, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEincluding without limitation, commission and/or “down time.”
Appears in 1 contract
Option to Extend. On the conditions a. So long as Tenant is not then in default under this Lease, and so long as Tenant has not been ten (which conditions LESSOR may waive, at its election, by 10) or more days late in payment of rent after written notice to LESSEE at any timethereof more than a total of three (3) that LESSEE is not in default times during the term of its covenants and obligations under the Lease beyond applicable notice and cure periodsthis Lease, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right to extend the Lease term hereof for two (2) additional five (5) year periods (each an "Additional Term") on the “Option terms and conditions stated in this paragraph. To exercise its right to Extend”extend this Lease for an Additional Term, Tenant must deliver to Landlord a written notice exercising its rights under this paragraph at least two hundred seventy (270) days, but not more than three hundred sixty (360) days, prior to the date the Lease term will expire. All the terms and conditions of this Lease shall apply during each Additional Term except (i) the minimum rent shall be an amount mutually agreed to by Landlord and Tenant or determined by arbitration as set forth below but in no event shall it be less than that due from Tenant immediately prior to the commencement of the Additional Term; (ii) unless otherwise agreed by Landlord in writing, there shall be no further extension options; and (iii) except as set forth in Section 2.5(e) below, Landlord shall have no tenant improvement or lease commission obligations with respect to the Premises. When the rental rate for one additional the Additional Term is determined, either by agreement of the parties or pursuant to arbitration as provided below, Landlord and Tenant shall enter into a lease extension agreement setting forth the new minimum rent for the Premises and such other terms as may be applicable. If at the time Tenant delivers to Landlord its written notice electing to extend this Lease term, or at any time between such date and the commencement date of the Additional Term, Tenant defaults under this Lease and fails to cure the default within the applicable cure period, if any, Landlord shall have the option to declare Tenant's notice of exercise null and void by written notice to Tenant, in which case the Lease term of five years, ending shall expire on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current Lease term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (.
b. If Tenant exercises an extension right under this paragraph, the “Extension Notice”) on or before minimum rent for the date which no less than twelve (12) months prior to the expiration of Additional Term shall be the then current Term"fair market rent" (defined below) for the Premises. Such Extension Period shall be upon the same terms and conditions For purposes of this Lease, except the term "fair market rent" shall mean the triple net rate per rentable square foot that willing, non-equity, non-renewal tenants are paying for comparable space in the Base Rent payable shall be set building and in comparable buildings in the Kirkland-Bellevue areas for leases having a five (5) year term without including the value of any improvements paid for by Tenant (but including any improvements made by Tenant at the then commencement of the initial Lease term). Landlord shall advise Tenant in writing of Landlord's determination of fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less Premises not later than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days after Tenant exercises its extension right. Within thirty (30) days after receiving Landlord's determination of the date of the Extension Notice, said fair market effective rent, Tenant shall notify Landlord in writing whether or not Tenant accepts Landlord's determination of fair market rent. If Tenant disagrees with Landlord's determination of fair market rent, Tenant shall advise Landlord of Tenant's determination of fair market rent shall be conclusively determined by three (3) appraisersin the notice required pursuant to the preceding sentence. Within fifteen (15) days of the If Tenant fails to so notify Landlord prior to expiration of such its thirty (30) day periodperiod to respond to Landlord's notice, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser then Tenant's notice exercising its renewal rights under this paragraph shall be appointed deemed null and void, unless otherwise agreed in writing by Landlord and Tenant. If Tenant does not accept Landlord's determination of fair market rent, the American Institute of Appraisers. Each party parties shall bear the cost of the appraiser selected by such party, promptly meet and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEattempt to resolve their differences. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, parties have not agreed on the fair market effective rent within sixty (60) days after Tenant has exercised its renewal right, or sooner, if Tenant disagrees with Landlord's determination of fairmarket rent, and Tenant's renewal option is still in effect in accordance with the terms of this paragraph, then unless otherwise agreed in writing by the parties, the parties shall submit the matter to arbitration in accordance with the terms of paragraph (c) below. The last day of such period shall be that determined by referred in this Lease as the appraiser not selected by either LESSOR or LESSEE"Arbitration Commencement Date."
Appears in 1 contract
Sources: Lease (Homegrocer Com Inc)
Option to Extend. On Subject to the terms and conditions (which conditions LESSOR may waiveset forth hereafter, at its election, by written notice to LESSEE at any time) that LESSEE Tenant is not in default of its covenants and obligations under granted the Lease beyond applicable notice and cure periods, both as of the one-time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right option to extend the term hereof (the “Option to Extend”) the initial term of the Lease for one (1) additional period of three (3) years beginning immediately following the initial Lease term of five years, and ending on March December 31, 2019 (the “Extension Period’), to commence immediately 2014 upon the expiration following terms:
A. Tenant shall notify Landlord in writing of the then current term. LESSEE may exercise such of the Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no Landlord not less than twelve (12) 12 months prior to the expiration of the then current Termoriginal Lease term. Such Extension Period shall be upon the same terms and conditions The extended term of this LeaseLease shall commence on January 1, except that 2012 and shall expire on December 31, 2014.
B. The Basic Rent will be adjusted to equal the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be “Fair Market Rental Rate,” (defined below) as mutually agreed upon by LESSOR Landlord and LESSEE; provided, however, if LESSOR and LESSEE Tenant within sixty (60) days after Tenants exercise of the Option to Extend. If the parties are unable to agree on said fair the Basic Rent within such sixty (60) day period, the Fair Market Rental Rate shall be determined by the appraisal process set forth in paragraph E. below.
C. The Additional Rent described in paragraph 4D of the Lease shall continue to be paid and adjusted according to paragraph 4D of this Lease.
D. The Option to Extend can be exercised only by Tenant or a Permitted Transferee for its sole use of the Premises and may not be exercised by any other assignee of the Lease or sublessee of the Premises or a part thereof.
E. If Tenant is in default on the date of giving the Option Notice, and Tenant does not cure such default as provided for in Paragraph 22 of the Lease, the Option Notice shall be void and of no effect. If Tenant is in default on the date the Option Term is to commence, and Tenant does not cure such default as provided for in Paragraph 22 of the Lease, then, at the sole election of Landlord, such term shall not commence and this Lease shall expire at the end of the initial term.
F. If Landlord and Tenant do not mutually agree as to the Fair Market Rental Rate within sixty (60) days, then the Fair Market Rental Rate will be determined according to the following procedure:
(1) Each party will within ten (10) days following the expiration of the initial sixty (60) day period appoint a real estate appraiser or broker having no less than five (5) years’ experience in the commercial leasing market effective rent in Palo Alto, California, to determine the Fair Market Rental Rate. If one party fails to so designate an appraiser within the time required, the determination of Fair Market Rental Rate of the appraiser who has been timely designated by the other party will be binding on both parties.
(2) The appraisers will submit their determinations of Fair Market Rental Rate to both parties within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three after their selection.
(3) appraisers. Within fifteen (15) days If the determinations of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail or brokers are within five (5) percent of each other, then their determinations shall be averaged to agree on a third within fifteen determine the Fair Market Rental Rate and no further determination will be required; if the determinations differ by more than five (155) percent, then subsection 4 below shall apply.
(4) Within ten (10) days of the date on the second appraiser’s determination is submitted to the parties, the two appraisers will designate as third appraiser a real estate attorney or broker having no less than ten (10) years’ experience in the retail leasing market in Palo Alto, California. The sole responsibility of the third appraiser will be to determine which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within of the time provided, such appraiser shall be appointed determinations made by the American Institute first two appraisers is most accurate. The third appraiser has no right to propose a middle ground or any modification of Appraiserseither of the determinations made by the first two appraisers. The third appraiser’s choice will be submitted to the parties within twenty (20) days after his or her selection. Such determination will bind both of the parties and will establish the Fair Market Rental Rate.
(5) If the Fair Market Rental Rate has not been determined prior to the commencement of the Extended Term, Tenant will continue to pay the then prevailing Basic Rent and at such time as the Fair Market Rental Rate is determined, Tenant will pay any additional amount or Landlord will refund any overpayment retroactive to the commencement of the Extended Term.
(6) Each party shall bear will pay the cost fees and expenses of the appraiser selected by such partyit, and one-half (1/2) of the cost fees and expenses of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEif applicable.
Appears in 1 contract
Sources: Lease Agreement (Danger Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right Lessor hereby grants Lessee an option to extend the term hereof (of the “Option to Extend”) Lease for one additional term period of five years, ending on March 31, 2019 (the “Extension Period’), to commence years commencing immediately upon after the expiration of the then current termterm of the Lease, upon the same terms and conditions contained herein, except that the Rent for the Premises shall be equal to the fair market base rent for the Premises. LESSEE may Lessee must exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) option granted herein on or before the date which no less than twelve that is six (126) months prior to the expiration of the then current Terminitial term of the Lease. Such Extension Period In the event Lessee fails to timely exercise the option granted herein, Lessee shall have no right to extend the term of the Lease. If Lessee properly exercises the option granted herein, references in the Lease to the "term" shall be upon deemed to mean the same terms and conditions option term unless the context clearly provides otherwise.
a. If Lessee properly exercises its option to extend the term of this the Lease, except that the Base Rent payable during the option term shall be set at determined in the then following manner. The Rent shall be adjusted to an amount equal to the fair market effective base rent for the Leased Premises. In no eventPremises as of the commencement of the option term for a term equal to the option term, however, shall the Base Rent be as specified by Lessor by notice to Lessee not less than the then-current Base Rent at the expiration sixty (60) days prior to commencement of the current Termoption term, subject to Lessee's right of arbitration as set forth below. For If Lessee believes that the purpose of this Section, fair market effective base rent shall mean specified by Lessor exceeds the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said actual fair market effective base rent for the Leased Premises as of commencement of the option term, then Lessee shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE so notify Lessor within ten (10) business days following receipt of Lessor's notice. If the parties are unable to agree on said upon the fair market effective base rent for the Premises within thirty ten (3010) days after Lessor's receipt of notice of Lessee's objection, the amount of base rent as of commencement of the date option term shall be determined as follows:
(1) Within twenty (20) days after receipt of Lessor's notice specifying fair market base rent, Lessee, at its sole expense, shall obtain and deliver in writing to Lessor a determination of the Extension Notice, said fair market effective base rent for the Premises for a term equal to the option term from a broker ("Lessee's Broker") licensed in the State of Illinois and engaged in the industrial brokerage business in the City of Addison (and surrounding areas) for at least the immediately preceding five (5) years. If Lessor accepts such determination, the Rent for the option term shall be conclusively adjusted to an amount equal to the amount determined by three Lessee's Broker.
(32) appraisers. Within fifteen (15) days of the expiration of If Lessor does not accept such thirty (30) day perioddetermination, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days after receipt of the date on which such appraisers have been appointeddetermination of Lessee's Broker, or if either LESSOR or LESSEE Lessor shall fail to appoint an appraiser designate a broker ("Lessor's Broker") licensed in the State of Illinois and engaged in the industrial brokerage business in the City of Addison (and surrounding areas) for at least the immediately preceding five (5) years. Lessor's Broker and Lessee's Broker shall name a third broker, similarly qualified, within five (5) days after the time provided, such appraiser shall be appointed by the American Institute appointment of AppraisersLessor's Broker. Each party of said three brokers shall bear determine the cost fair market base rent for the Premises as of the appraiser selected by such party, and the cost commencement of the third appraiser shall be shared equally by LESSOR and LESSEE. If option term for a term equal to the three appraisers are unable to agree upon such fair market effective rent option term of the Lease within fifteen (15) days of after the appointment of the third appraiserbroker. The Rent payable by Lessee effective as of the commencement of the option term shall be increased to an amount equal to the arithmetic average of such three determinations; provided, however, that if any such broker's determination deviates more than 10% from the median of such determinations, the Rent payable shall be an amount equal to the average of the two closest determinations.
(3) Lessor shall pay the costs and fees of Lessor's Broker in connection with any determination hereunder, and Lessee shall pay the costs and fees of Lessee's Broker in connection with such determination. The costs and fees of any third broker shall be paid one- half by Lessor and one-half by Lessee.
b. If the amount of the fair market effective base rent is not known as of the commencement of the option term, then Lessee shall be that determined by continue to pay the appraiser not selected by either LESSOR or LESSEERent in effect at the expiration of the initial term until the amount of the fair market base rent is determined. When such determination is made, Lessee shall pay to Lessor any deficiency upon demand.
Appears in 1 contract
Sources: Industrial Building Lease (Simpson Manufacturing Co Inc /Ca/)
Option to Extend. On Subject to the provisions of this Agreement, Borrower shall have the Option to Extend the term of the Loan from the Original Maturity Date to the Extended Maturity Date, upon satisfaction of each and every one of the following conditions precedent in ▇▇▇▇▇▇’s discretion:
(which conditions LESSOR may waive, at its election, by a) Borrower shall provide Lender with written notice of ▇▇▇▇▇▇▇▇’s request to LESSEE at exercise the Option to Extend in the form attached hereto as Exhibit E or in such other written form (and including any timereasonably necessary supporting documentation) that LESSEE is reasonably acceptable to Lender not in default of its covenants less than thirty (30) days and obligations under not more than one hundred twenty (120) days prior to the Lease beyond applicable notice and cure periods, both as Original Maturity Date.
(b) As of the time date of ▇▇▇▇▇▇▇▇’s delivery of notice of request to exercise of the Option to Extend, and as hereinafter definedof the Original Maturity Date, no Default or Event of Default shall exist, and at Borrower shall so certify in writing.
(c) Borrower shall execute or cause the commencement execution of all documents reasonably required by ▇▇▇▇▇▇ to exercise the Option to Extend.
(d) There shall have occurred no Material Adverse Effect, and no condition exists which could have a Material Adverse Effect.
(e) At Borrower’s sole cost and expense, the issuance by the title company, and ▇▇▇▇▇▇’s receipt, of any endorsements deemed necessary by Lender for attachment to ▇▇▇▇▇▇’s Title Policy, insuring the priority and validity of the Extension PeriodSecurity Instrument.
(f) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee in the amount of 0.75% of the Loan (whether disbursed or undisbursed), as hereinafter defineddetermined on the Original Maturity Date.
(g) Borrower shall obtain Lender’s approval to exercise the Option to Extend, then LESSEE which approval shall be granted in ▇▇▇▇▇▇’s sole discretion. In connection with this Section 3.5, Lender shall have the right right, but not the obligation, to extend request and obtain from an appraiser acceptable to Lender at Borrower’s sole cost and expense, an updated Appraisal of the term hereof (Property, which includes an opinion of value and supporting information reasonably acceptable to Lender. If such an Appraisal is obtained, ▇▇▇▇▇▇▇▇ agrees to cooperate with any appraiser, allow access to the “Property and provide copies of any applicable statements and information reasonably requested by such appraiser. A copy of such updated Appraisal shall be provided to Borrower upon completion. Except as modified by the Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, Agreement and the cost of the third appraiser other Loan Documents as modified and approved by Lender shall be shared equally by LESSOR remain unmodified and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEin full force and effect.
Appears in 1 contract
Option to Extend. On 15.1 So long as Vivus, Inc. or a Permitted Transferee is the conditions (which conditions LESSOR may waiveTenant hereunder, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under occupies the Lease beyond applicable notice and cure periods, both as entirety of the time of exercise of the Option to Extend, as hereinafter definedLeased Premises, and at subject to the commencement of the Extension Periodcondition set forth in clause (b) below, as hereinafter defined, then LESSEE Tenant shall have the right one (1) option to extend the term hereof of this Lease with respect to the entirety of the Leased Premises, for a period of one (1) year from the “Option to Extend”) for one additional term expiration of five years, ending on March 31, 2019 the Lease Term (the “Extension Period’”), subject to commence immediately upon the expiration following conditions:
(a) Each option to extend shall be exercised, if at all, by notice of the then current term. LESSEE may exercise such Option given to Extend Landlord by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no Tenant not less than twelve (12) nine months prior to the expiration of the then current Lease Term. Such ;
(b) Anything herein to the contrary notwithstanding, if Tenant is in default beyond applicable notice and cure periods under any of the terms, covenants or conditions of this Lease, at the time Tenant exercises the extension option or on the commencement date of the Extension Period, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate such option(s) to extend upon notice to Tenant.
15.2 In the event the applicable option is exercised in as timely fashion, the Lease shall be extended for the term of the Extension Period shall be upon all of the same terms and conditions of this Lease, except provided that the Base Monthly Rent payable for the Extension Period shall be set at the then fair market effective rent “Fair Market Rent” for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration with annual increases as determined as part of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within process set forth below.
15.3 Within thirty (30) days after receipt of Tenant’s notice of exercise, Landlord shall notify Tenant in writing of Landlord’s estimate of the date Fair Market Rent for the Extension Period, based on the provisions of Paragraph 15.2 above. For purposes hereof, “Fair Market Rent” shall mean the fair market rent for the Premises, taking into consideration that there will be no free rent, allowances or other concessions and excluding the value of any improvements to the Leased Premises made by Tenant and shall include collectively, (1) Base Monthly Rent for the first year of the Extension Notice, said fair market effective rent shall be conclusively applicable extension period and (2) the annual increases determined by three (3) appraisersat the time Base Monthly Rent for the first year is determined. Within fifteen (15) days of the expiration of such thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either (i) to accept Landlord’s statement of Fair Market Rent as the Base Monthly Rent for the Extension Period; (ii) to rescind its exercise of the extension option; or (iii) elect to arbitrate Landlord’s estimate of Fair Market Rent, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent or rescind within such 30-day periodperiod shall constitute acceptance of the Base Monthly Rent for the applicable extension period as calculated by Landlord. If Tenant elects arbitration, LESSOR and LESSEE the arbitration shall each select be concluded within 90 days after the date of Tenant’s election, subject to extension for an appraiser, who shall select a third. Should the two appraisers fail to agree on additional 30-day period if a third within fifteen (15) days arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent as the date on which such appraisers have been appointedrate calculated by Landlord, or if either LESSOR or LESSEE shall fail with the potential for an adjustment to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that made once Fair Market Rent is ultimately determined by the appraiser not selected by either LESSOR or LESSEEarbitration.
Appears in 1 contract
Sources: Lease (Vivus Inc)
Option to Extend. On Landlord grants Tenant an option (the conditions “Option”) to extend the term of the Lease for two, successive, additional terms of 5 years each (which conditions LESSOR may waivethe “Option Term(s)”). The Option applies to the entire Premises and is on the following conditions:
A. Notice of Tenant’s interest in exercising the Option must be given to Landlord no earlier than 12 months and no later than 6 months prior to the Expiration Date (“Tenant’s Notice”). Not later than thirty (30) days after receiving Tenant’s Notice, at Landlord will notify Tenant of the Base Rent applicable during the respective Option Term in accordance with subparagraph E below (“Landlord’s Notice”).
B. Tenant has 15 days after receipt of Landlord’s Notice to exercise the Option by delivering notice of exercise to Landlord. If Tenant timely exercises the Option, the Term will be deemed extended on the terms of this Section and the parties will execute an amendment evidencing the extension.
C. Unless Landlord is timely notified by Tenant in accordance with subparagraphs A and B above, it will be conclusively deemed that Tenant has not exercised the Option and the Lease will expire in accordance with its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations terms on the Expiration Date.
D. Tenant’s rights under the Lease beyond applicable notice Option are personal to Tenant and cure periods, both as may not be assigned except to a Permitted Transferee. Tenant’s right to exercise the Option is conditioned on: (i) no Event of Default existing at the time of exercise or at the time of commencement of the respective Option Term; (ii) Tenant not having subleased or vacated more than 50% of the Premises or assigned its interest under the Lease, except to ExtendPermitted Transferee, as hereinafter defined, and at of the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have respective Option Term; and (iii) Tenant having the right financial ability to extend perform its obligations under the term hereof (the “respective Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration Term. Upon an assignment of the then current term. LESSEE may exercise such Lease except to a Permitted Transferee, the Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall is null and void.
E. The Option granted hereunder will be upon the same terms and conditions of this the Lease, except that the Base Rent payable shall during the Option Term will be set at the then fair market effective rent Fair Market Value for the Leased Premises. In no event, however, shall the Base Rent be less than the thennon-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms renewal tenants for space in the nature buildings of rent comparable age, type, size, quality and rent location. Such market index shall include equitable deduction and adjustments customarily for customary leasing concessions, tenant allowances and other leasing inducements then being included paid by landlords in leases the area to third parties for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointednew leases.
F. After exercise, or if either LESSOR or LESSEE failure to exercise the Option, Tenant shall fail have no further rights to appoint an appraiser within extend the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEETerm.
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any timea) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have and is hereby granted the right option to extend the term Term hereof for two (the “Option to Extend”2) for one additional term period(s) of five years, ending on March 31, 2019 (5) years (the “Extension Period’Period(s)”), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving provided (i) Tenant gives written notice to LESSOR Landlord of Tenant’s election to exercise such extension option no earlier than twenty-four (the “Extension Notice”) on or before the date which 24), and no less later than twelve eighteen (12) 18), months prior to the expiration of the then last Lease Year of the Term or of the then-current Term. Such Extension Period Period, as the case may be; (ii) no uncured Event of Default exists at the time of such election notice or at the commencement of such Extension Period; and (iii) Tenant and its Affiliates shall be upon in occupancy for its own use of not less than sixty-five percent (65%) of the same Premises.
(b) All terms and conditions of this Lease, including without limitation all provisions governing the payment of Additional Rent, shall remain in full force and effect during each Extension Period, except that the Base Rent payable during the first Lease Year of each Extension Period shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent Fair Market Rental Rate (hereinafter defined) with respect to comparable office space in downtown Washington, D.C. at the expiration time of the current Termcommencement of the applicable Extension Period. For Landlord shall not be obligated to make any improvements or alterations in or to the purpose of Premises. There shall be no rental abatement during either Extension Period, except to the extent the same is taken into account in determining the Fair Market Rental Rate and as otherwise expressly provided in this SectionLease. As used in this Lease, fair market effective rent the term “Fair Market Rental Rate” shall mean the Base Rent plus fair market rental rate per square foot of rentable area that would be agreed upon between a landlord and a tenant entering into the renewal of a lease for comparable space as to location, configuration, view and elevator exposure, size and use, for in a comparable building as to location, quality, reputation and age, with a comparable build-out, a comparable term and operating expense and real estate tax pass-throughs assuming the following: (1) the landlord and tenant are informed and well-advised and each is acting in what it considers its own best interests; (2) a tenant improvement allowance, free rent periods or any other special concessions (for example, design fees, moving allowances, refurbishing allowances, etc.) will not be provided to Tenant except to the extent that such additional financial terms allowances or concessions are reflected in the nature fair market rental rates being obtained (in which event the Fair Market Rental Rate shall be reduced by the economic equivalent of rent the allowances or concessions not offered to Tenant); and rent adjustments customarily then being included in leases for similar space within (3) the greater Waltham area. LESSEE shall, during the Extension Period, Tenant will continue to pay its proportionate share Tenant’s Proportionate Share Office and Tenant’s Proportionate Share Building, respectively of LESSOR’s Real Estate Taxes and Operating CostsExpenses. Said fair market effective rent for The determination of Fair Market Rental Rate shall also include the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days annual increases in Base Rent after the first Lease Year of the date of the applicable Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEPeriod.
Appears in 1 contract
Sources: Office Lease (Carlyle Group L.P.)
Option to Extend. On Tenant shall, provided the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE Lease is in full force and effect and Tenant is not in default under any of its covenants the other terms and obligations under conditions of the Lease beyond applicable notice and cure periodsat the time of notification or commencement, both have three (3) options to extend this Lease for a term of three (3) years each, for the portion of the Premises being leased by Tenant as of the time of date each such extension term is to commence, on the same terms and conditions set forth in the Lease, except as modified by the terms, covenants and conditions as set forth below:
a. If Tenant elects to exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter definedsaid option, then LESSEE Tenant shall have provide Landlord with written notice no earlier than the right date which is eight (8) months prior to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (Term of the “Extension Notice”) on or before Lease but no later than the date which no less than twelve is six (126) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions Term of this Lease. If Tenant fails to provide such notice, except that Tenant shall have no further or additional right to extend or renew the Base term of the Lease.
b. The Annual Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent and Monthly Installment in effect at the expiration of the Term of the Lease (as it may be extended from time to time) shall be increased to reflect the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms rental for comparable space in the nature Building and in other similar buildings in the same rental market as of rent the date the applicable extension term is to commence, taking into account the specific provisions of the Lease which will remain constant. Landlord shall advise Tenant of the new Annual Rent and rent adjustments customarily then being included in leases Monthly Installment for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share Premises no later than twenty (20) days after receipt of LESSOR’s Real Estate Taxes and Operating CostsTenant's written request therefor. Said fair market effective rent for the Leased Premises request shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within made no earlier than thirty (30) days of prior to the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the first date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail Tenant may exercise its option under this Paragraph. Said notification of the new Annual Rent may include a provision for its escalation to appoint an appraiser within provide for a change in fair market rental between the time provided, such appraiser of notification and the commencement of the extension term. In no event shall the Annual Rent and Monthly Installment for any option period be less than the Annual Rent and Monthly Installment in the preceding period.
c. This option is not transferable; the parties hereto acknowledge and agree that they intend that the aforesaid option to extend this Lease shall be appointed by "personal" to Tenant as set forth above and that in no event will any assignee or sublessee have any rights to exercise the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable aforesaid option to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEextend.
Appears in 1 contract
Sources: Lease (Limelight Networks, Inc.)
Option to Extend. On (a) If Tenant expands the conditions New Premises and is leasing the entire sixteenth (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time16th) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as floor of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter definedBuilding, then LESSEE shall have subject to the right provisions hereinafter set forth, Landlord hereby grants to Tenant one (1) option to extend the term hereof Lease Term, for a period of five (5) years (the “Option to ExtendRenewal Period”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon after the expiration of the then current terminitial Lease Term. LESSEE may exercise The Renewal Period, if any, shall commence on the day after the Lease Expiration Date and end on the fifth (5th) anniversary of such Option to Extend Lease Expiration Date. The option shall be exercisable by giving written notice to LESSOR (the “Extension Renewal Notice”) on from Tenant to Landlord given not earlier than eighteen (18) months or before the date which no less later than twelve (12) months prior to the expiration end of the Lease Term as then current Termin effect. Such Extension If an option is not so exercised, said option shall thereupon expire. Tenant may only exercise an option, and an exercise thereof shall only be effective, if (i) at the time of Tenant’s exercise of said option and, at Landlord’s option, at the commencement of the Renewal Period, this Lease is in full force and effect and Tenant is not in monetary default under this Lease beyond any applicable notice and cure period, and (ii) inasmuch as said option is intended only for the benefit of the original Tenant named in this Lease and a CRA Affiliate and CRA Successor, Tenant has not assigned this Lease or sublet more than thirty percent (30%) of the Premises on a square footage basis other than to a CRA Affiliate or CRA Successor at the time of Tenant’s exercise of such option and, at Landlord’s option, at the commencement of the Renewal Period. Without limitation of the foregoing, no sublessee or assignee shall be entitled to exercise said option and, at the option of Landlord, no exercise of said option by the original Tenant named herein shall be effective, in the event said Tenant assigns this Lease or subleases all or more than thirty percent (30%) of the Premises prior to the Lease Expiration Date other than to a CRA Affiliate or CRA Successor.
(b) The Base Rent payable during the Renewal Period shall be equal to the Market Rent (as hereinafter defined) as of the commencement of the Renewal Term. “Market Rent” shall mean the base rent at which tenants are leasing Class A office buildings in San Francisco, California, vacant non-sublease, non-encumbered, non-equity space, for a comparable lease term and otherwise upon the same terms and conditions applicable to the lease of the Premises under this Lease, except that in an arm’s length transaction involving buildings which are comparable to the Base Rent payable Building in terms of quality, age, and existing build-out, with tenants which are comparable to Tenant in terms of size, credit quality and stature. Landlord shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration give Tenant written notice of the current Term. For the purpose of this SectionMarket Rent, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shallincluding yearly escalations, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days following written request by Tenant but not earlier than twelve (12) months prior to the commencement of the date Renewal Period. If Tenant disagrees with Landlord’s determination of the Extension NoticeMarket Rent, said fair market effective rent Tenant shall notify Landlord of such disagreement within ten (10) days after receipt of Landlord’s determination of the Market Rent. If Tenant fails to so notify Landlord of Tenant’s disagreement within the required time period, Landlord’s determination of the Market Rent shall be conclusively determined by three (3) appraisersbinding on Tenant. Within If Tenant so notifies Landlord that Landlord’s determination of the Market Rent is not acceptable to Tenant, Landlord and Tenant shall, during the fifteen (15) days of day period after Tenant’s notice (the expiration of such thirty (30) day period“Negotiation Period”), LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail attempt to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEMarket Rent. If the three appraisers Landlord and Tenant are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiseragree, the fair market effective rent Market Rate shall be that determined by the appraiser not selected by either LESSOR or LESSEE.binding arbitration as follows:
Appears in 1 contract
Option to Extend. On Lessor hereby grants to Lessee the conditions option to extend the term of the Lease for one (which conditions LESSOR may waive1) additional, at its electionfive (5)-year period (an “Option”), by commencing when the then-current term expires upon each and all of the following conditions:
A. In order to exercise the Option, Lessee must give written notice pursuant to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice of such election to Lessor and cure periodsLessor must receive the same at least one hundred eighty (180) days prior to the date that the option period would commence, both as time being of the time essence. If proper notification of the exercise of the Option to Extendis not given, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Lessee shall have the no further or additional right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (Lease.
B. Except for the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration provisions of the then current Term. Such Extension Period shall be upon Lease granting this option to extend the same term, all of the terms and conditions of this Lease, except that where specifically modified by this option to extend shall apply. This option to extend is personal to the Lessee and its affiliates.
C. The Base Rent payable in effect at the expiration of the last month of the Term of this Lease shall be set at adjusted to reflect the then then-current fair market effective rent rental for comparable space in the Leased PremisesBuilding or Project and in other similar buildings in the same rental market, taking into account the specific provisions of this Lease which will remain constant, and the Building amenities, location, identity, quality, age, condition, term of lease., tenant improvements. services provided, and other pertinent items (“Adjusted Base Rent”). In no event, however, event shall the Adjusted Base Rent be less than the then-current Base Rent in effect at the expiration of the then-current Termterm of the Lease. For Lessor shall advise Lessee of the purpose Adjusted Base Rent for the Premises for the renewal term based on Lessor’s reasonable determination of fair market rental value no later than ninety (90) days prior to the end of the then-current term of this Section, Lease. Lessor and Lessee shall negotiate in good faith to agree on the fair market effective rent shall mean rental value of the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent Premises for the Leased Premises shall be agreed upon by LESSOR renewal term. If Lessee and LESSEE; provided, however, if LESSOR and LESSEE Lessor are unable to agree on said fair market effective rent a mutually acceptable rental rate for any such increase period within thirty (30) days after notification by Lessor-to Lessee of Lessor’s reasonable determination of the Adjusted Base Rent for the increase period, but in any even no later than the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three which is sixty (3) appraisers. Within fifteen (1560) days of prior to the expiration of the then-current term, then on or before such date Lessor and Lessee shall each appoint a licensed real estate broker with at least ten (10) years’ experience in leasing industrial space in the area in which the Building is located to act as arbitrators. The two (2) arbitrators so appointed shall determine the fair market rental value for the Premises for the increase period based on the above criteria and each shall submit his or her determination of such fair market rental value to Lessor and Lessee in writing within thirty (30) days after appointment. If the two arbitrator so appointed cannot agree to the fair market rental value for the increase period within such 30-day period, LESSOR and LESSEE the two arbitrators shall each select an appraiser, within five (5) days thereafter appoint a third arbitrator who shall select be a thirdlicensed real estate broker with at least ten (10) years’ experience in leasing industrial space in the area in which the Building is located. Should The third arbitrator so appointed shall independently determine the two appraisers fail to agree on a third fair market rental value for the Premises for the increase period within fifteen (15) days after appointment by selecting from the proposals submitted by each of the date first two arbitrators the one that most closely approximates the third arbitrator’s determination of such fair market rental value. The third arbitrator shall have no right to adopt a compromise or middle ground or any modification of either of the proposals submitted by the first two arbitrators. The proposal chosen by the third arbitrator as most closely approximating the third arbitrator’s determination of the fair market rental value for the increase period shall constitute the decision and award of the arbitrators and shall be final and binding on which the parties. Each party shall pay the fees and expenses of the arbitrator appointed by such appraisers have been appointedparty and one- half (1/2) of the fees and expenses of the third arbitrator. If either party fails to appoint an arbitrator, or if either LESSOR of the first two arbitrators fails to submit his or LESSEE shall fail her proposal of the fair market rental value to appoint an appraiser the other party, in each case within the time providedperiods set forth above, such appraiser then the decision of the other party’s arbitrator shall be appointed by considered final and binding.
D. Lessee’s right to exercise the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser option to extend shall be shared equally by LESSOR subject to the condition (which condition is solely for Lessor’s benefit and LESSEE. If may, in Lessor’s sole discretion, be waived) that at the three appraisers are unable time of exercise and at all times thereafter, but prior to agree upon the commencement of such fair market effective rent within fifteen (15) days of the appointment of the third appraiserOption Term, the fair market effective rent Lessee shall not be that determined by the appraiser not selected by either LESSOR in default under this Lease beyond any applicable grace or LESSEEcure period provided herein.
Appears in 1 contract
Sources: Lease (Artius Acquisition Inc.)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any timea) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have and is hereby granted the right option to extend the term Term hereof for two (the “Option to Extend”2) for one additional term period(s) of five years, ending on March 31, 2019 (5) years each (the “Extension Period’Period(s)’’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving provided (i) Tenant gives written notice to LESSOR Landlord of Tenant’s election to exercise such extension option no earlier than thirty (the “Extension Notice”) on or before the date which 30), and no less later than twelve twenty (12) 20), months prior to the expiration of the then last Lease Year of the Term or of the then-current Term. Such Extension Period Period, as the case may be; (ii) no uncured Event of Default exists at the time of such election notice or at the commencement of such Extension Period; and (iii) Tenant and its Affiliates shall be upon in occupancy for its own use of not less than sixty-five percent (65%) of the same Premises.
(b) All terms and conditions of this Lease, including without limitation all provisions governing the payment of Additional Rent, shall remain in full force and effect during each Extension Period, except that the Base Rent payable during the first Lease Year of each Extension Period shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent Fair Market Rental Rate (hereinafter defined) with respect to comparable office space in downtown Washington, D.C. at the expiration time of the current Termcommencement of the applicable Extension Period. For Landlord shall not be obligated to make any improvements or alterations in or to the purpose of Premises. There shall be no rental abatement during either Extension Period, except to the extent the same is taken into account in determining the Fair Market Rental Rate and as otherwise expressly provided in this SectionLease. As used in this Lease, fair market effective rent the term “Fair Market Rental Rate” shall mean the Base Rent plus fair market rental rate per square foot of rentable area that would be agreed upon between a landlord and a tenant entering into the renewal of a lease for comparable space as to location, configuration, view and elevator exposure, size and use, for in a comparable building as to location, quality, reputation and age, with a comparable build-out, a comparable term and operating expense and real estate tax pass-throughs assuming the following: (1) the landlord and tenant are informed and well-advised and each is acting in what it considers its own best interests; (2) a tenant improvement allowance, free rent periods or any other special concessions (for example, design fees, moving allowances, refurbishing allowances, etc.) will not be provided to Tenant except to the extent that such additional financial terms allowances or concessions are reflected in the nature fair market rental rates being obtained (in which event the Fair Market Rental Rate shall be reduced by the economic equivalent of rent the allowances or concessions not offered to Tenant); and rent adjustments customarily then being included in leases for similar space within (3) the greater Waltham area. LESSEE shall, during the Extension Period, Tenant will continue to pay its proportionate share Tenant’s Proportionate Share Office and Tenant’s Proportionate Share Building, respectively of LESSOR’s Real Estate Taxes and Operating CostsExpenses. Said fair market effective rent for The determination of Fair Market Rental Rate shall also include the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days annual increases in Base Rent after the first Lease Year of the date of the applicable Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEPeriod.
Appears in 1 contract
Sources: Office Lease (Carlyle Group L.P.)
Option to Extend. On Tenant shall have the option to extend the Term of this lease for five (5) successive additional periods ("Renewal Periods" or ''Extended Term") of ten (10) years each upon all the terms and conditions herein except Minimum Rent which shall be increased as provided in Section 2.02.2 below. It is the intent of the parties that the Renewal Period or Extended Term, notwithstanding the terminology used herein, shall be treated as a continuation of this Lease and not as a new or separate lease. These options may be exercised by Tenant at any time prior to one calendar year before expiration of the Initial Term or the then Renewal Period in effect by notice in writing to Landlord and if not so exercised (which conditions LESSOR may waivetime being of the essence) Landlord shall give Tenant a 30-day written notice that its right to renew will expire at the end of a 30-day period. If, at its electionthe end of that 30-day period, Tenant has not renewed, this option shall thereupon expire as to all successive Renewal Periods and be of no further force or effect provided, however, that these options may be exercised by written any Leasehold Mortgagee and these options shall continue for any such Leasehold Mortgagee until thirty (30) days after the Leasehold Mortgagee has received notice in writing from Landlord stating that Tenant has failed to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of exercise this option within the time of exercise of the Option to Extend, as hereinafter definedherein provided, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE such Leasehold Mortgagee shall have the right to extend the term hereof (the “Option to Extend”) for one additional term exercise this option on behalf of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend Tenant by giving written notice to LESSOR (Landlord within such 30-day period. Upon exercise of this option, Landlord and Tenant shall prepare a notice thereof in recordable form and cause the “Extension Notice”) on or before the date which no less than twelve (12) months prior same to the expiration of be recorded in the then current Termapplicable recording office of ▇▇▇▇▇▇ County, State of Washington. Such Extension Period shall be upon the same terms and conditions Upon exercise of this Leaseoption, except that "Term'' as used herein shall include the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEexercised Renewal Periods.
Appears in 1 contract
Sources: Ground Lease
Option to Extend. On In the conditions event that Sublandlord has no intention or plans to use the Subleased Premises for itself or its affiliated companies, or either of their successors or assigns, Subtenant has one (which conditions LESSOR may waive1) option to extend the Term of this Sublease for a period of one (1) year (“Extension Term”) commencing on December 1, 2005 provided that (a) no default beyond any applicable grace and cure periods in the obligations of the subtenant to pay Annual Fixed Rent or Additional Rent under this sublease shall exist at its election, by written notice to LESSEE at any time) that LESSEE the time such option is not in exercised and no other payment default of its covenants and obligations under the Lease or material default beyond applicable notice and cure periods, both as of grace periods shall exist under this sublease either at the time of notice of exercise of the Option option or upon the day of commencement of such Extension Term, (b) subtenant shall give notice to ExtendSublandlord of its exercise of the applicable option not later than June 30, as hereinafter defined2005, and (c) at the commencement time such option is exercised and as of the first day of the Extension PeriodTerm, as hereinafter defined, then LESSEE the original Subtenant shall have the right to extend the term hereof (the “Option to Extend”) for one additional term be itself be in occupancy of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration 100% of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR Subleased Premises, and (the “Extension Notice”d) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent Sublandlord has not within thirty (30) days from Subtenant’s notice to exercise this option notified Subtenant that Sublandlord rejects the option because Sublandlord has an intention or plan to use the Subleased Premises for itself or its affiliated companies. All the provisions of this Sublease shall be applicable during the Extension Term except that (a) Subtenant shall have no additional option to extend the Term of this Sublease beyond the Extension Term, (b) the Annual Fixed Rent shall be $180,900, and (c) none of the date provisions of the Extension NoticeEarly Entry or any improvements shall apply nor shall Sublandlord by required to pay any inducement payments nor make any alterations of any kind or nature. Section 19(e)- Add a new Section 19(e), said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.as follows:
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE A Lessee is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right granted one option to extend the term hereof (the “Option this Lease, such option to Extend”) be for one additional term of five yearsa 1 - year period, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Leaseas contained herein, except that the Base Rent payable monthly base rental rate provided for in Paragraph(s) 4(a) of this Lease shall be set at the then fair market effective rent rate. Lessee shall advise Lessor of its intent to exercise this option, in writing, not more than 210 nor less than 180 days prior to the end of the expiring term. If Lessee fails to exercise this option within the time required, the option shall be void. B The parties shall have thirty (30) days after Lessor receives the option notice in which to agree on the monthly base rental for the Leased Premisesextended term during that period, they shall immediately complete and sign the agreement scheduled below. In no event, however, shall C If the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE parties are unable to agree on said fair market effective rent the monthly base rental for the extended term within thirty (30) days that period, the monthly base rental shall be determined by arbitration in accordance with the Real Estate Valuation Arbitration Rules of the date of the Extension Notice, said fair market effective rent American Arbitration Association. Lessee shall be conclusively determined responsible for initiating the arbitration proceeding and advancing 1/2 the administration fee charged by three (3) appraisers. Within fifteen (15) the American Arbitration Association within 15 days of the expiration of the 30-day period described in Paragraph (B) above. If Lessee fails to so initiate such thirty (30) day arbitration within that period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser option shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such partyvoid, and the cost Lease shall expire at the end of the third appraiser shall be shared equally by LESSOR and LESSEEterm, that date being April 30, 2002. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, D In setting the fair market effective monthly base rental value for the extended term, the arbitrator shall consider what monthly rents are being paid and what rent escalation provisions are being included on recently executed leases for similar terms, for spaces which are reasonably similar to the premises, with similar amenities and in the general neighborhood of the premises, but shall exclude the value of all tenant improvements made by Lessee to the Premises at Lessee's cost. E Upon receiving written notice of the arbitrator's determination of the fair market monthly rental, the parties shall complete and sign the agreement scheduled below stating the base monthly rental at that rate. Lessor shall credit Lessee, against the next rental payment due, an amount equal to one- half the administrative fee for such arbitration paid by Lessee, and the arbitrator's fee, if any, shall be that determined paid one-half by each party. F Upon execution of this option, the appraiser not selected by either LESSOR or LESSEEterm shall be extended to April 30, 2003. ________________________________________________________________________________ To be completed when the Option is exercised: By signing below the parties acknowledge: (i) Lessee has exercised this option on the date indicated below Lessee's signature. The term for this Lease has thus been extended to _________________.
Appears in 1 contract
Sources: Industrial Gross Lease (Copper Mountain Networks Inc)
Option to Extend. On the conditions (which conditions LESSOR may waiveA. Lessee, provided no Event of Default has occurred and is continuing at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and or at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the Lease Term or, if applicable, the preceding extension of the Lease Term, shall have the option to continue this Lease in effect for up to four (4) additional successive periods of five (5) years each, in accordance with the terms and provisions of this Lease then in effect, except that the Base Annual Rental as of the commencement date of each extension term shall be equal to the greater of (i) the then-current Base Annual Rental multiplied by 102%, and (ii) the annual fair market rental value of the Premises as of the commencement of such extension term, and such Base Annual Rental shall be subject to increase during each extension term in accordance with the provisions of Section 5.B. Such fair market rental value of the Premises shall be determined as follows. LESSEE may Within 45 days after Lessee exercises the applicable extension term, Lessor shall, at Lessee’s expense, cause an appraisal of the fair market value of the Premises to be made by an independent MAI appraiser. If within 20 days after being notified of the result of such appraisal Lessee elects to reject that appraisal, then Lessor shall nominate to Lessee a list of not less than three independent MAI appraisers who are experienced with appraising property similar to the Premises, and Lessee shall select one such appraiser. Within 30 days of such selection an appraisal of the fair market value of the Premises shall be made by that appraiser and such determination shall be conclusive for purposes hereof.
B. Lessee shall exercise such Option to Extend the first extension option by giving written notice to LESSOR Lessor of Lessee’s intention to do so not earlier than one (the “Extension Notice”1) on year or before the date which no less later than twelve six (126) months prior to the expiration of the then current Initial Lease Term. Such Extension Period If the first extension option is exercised by Lessee, Lessee shall be upon exercise the same terms and conditions second extension option by giving notice to Lessor of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less Lessee’s intention to do so not earlier than the then-current Base Rent at one (1) year or later than six (6) months prior to the expiration of the current Termfirst extension option. For If the purpose first two extension options are exercised, Lessee shall exercise the third extension option by giving notice to Lessor of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue Lessee’s intention to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable do so not earlier than one (1) year or later than six (6) months prior to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty the second extension option. If the first three extension options are exercised, Lessee shall exercise the fourth extension option by giving notice to Lessor of Lessee’s intention to do so not earlier than one (301) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should year or later than six (6) months prior to the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost expiration of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEextension option.
Appears in 1 contract
Sources: Lease (Jill Intermediate LLC)
Option to Extend. On the conditions (which conditions LESSOR may waiveLessee, provided there is no Event of Default hereunder at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and or at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the Lease Term or, if applicable, the first extension of the Lease Term, shall have the option to continue this Lease in effect for up to two additional successive periods of five years each in accordance with the terms and provisions of this Lease then current termin effect, including, without limitation, adjustments in the Base Annual Rental during such extension term in accordance with the provisions of Section 5 except for the following:
A. In the event the annual fair market rental value of the Premises (to be determined as set forth below) is greater than the Base Annual Rental then the annual fair market rental value of the Premises shall be substituted for the Base Annual Rental and all other provisions shall remain the same; or
B. In the event the annual fair market rental value of the Premises is less than the Base Annual Rental the provisions of this Lease shall remain the same. LESSEE may Lessee shall exercise such Option to Extend extension option by giving written notice to LESSOR (the “Extension Notice”) on Lessor of Lessee's intention to do so not more than 270 days or before the date which no less than twelve (12) months 210 days prior to the expiration of the then current Term. Such Extension Period shall be upon Lease Term or the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration first extension of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent Lease Term and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration receipt of such thirty (30) day periodnotice Lessor shall within 90 days, LESSOR and LESSEE shall each select at Lessee's expense, cause an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days appraisal of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent rental value of the Premises to be made by an independent MAI appraiser. If within 20 days after being notified of the result of such appraisal Lessee elects to reject that appraisal, then Lessor shall nominate to Lessee a list of not less than three independent MAI appraisers who are experienced with appraising property similar to the Premises, and Lessee shall select one such appraiser. Within 60 days of such selection an appraisal shall be made of the Premises by that determined appraiser and within 20 days after the results of that appraisal shall have been delivered to Lessee, Lessee shall notify Lessor of Lessee's election to exercise its option to extend this Lease and shall pay the rental so established above which shall be absolutely net to Lessor as provided in Section 9 hereof. If such notice of exercise is not received by Lessor within the appraiser not selected by either LESSOR or LESSEE20-day period then this Lease shall terminate on the last day of the Lease Term or, if applicable, the last day of the first extension of the Lease Term.
Appears in 1 contract
Option to Extend. On Tenant is granted an option to extend (the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time“Extension Option”) that LESSEE is not in default the term of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of to the entire Premises being leased by Tenant at the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof Option is exercised for one (1) additional period of five (5) years (the “Option to ExtendTerm”) for one additional term of five yearsfrom the First Extended Expiration Date. The Extension Option described in this Addendum is personal to Tenant and may not be assigned, ending on March 31voluntarily or involuntarily, 2019 (the “Extension Period’), to commence immediately upon the expiration separate from or as part of the then current termLease. LESSEE may exercise such Option Such extension shall be on the same terms and conditions as provided in the Lease Agreement with the exception of the Basic Monthly Rent, which shall be determined pursuant to Extend by giving written notice this Addendum. The initial Basic Monthly Rent for the extension period shall be equal to LESSOR (the “Extension Notice”) on or before fair market rental for the Premises as of the date which no less than twelve six (126) months prior to the expiration commencement of the then current Option Term. Such Extension Period shall be upon ; however, the same terms and conditions of this Lease, except that the Base Basic Monthly Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, Option Term shall the Base Rent not be less than the then-current Base Basic Monthly Rent at for the expiration month immediately prior to the First Extended Expiration Date plus three percent (3%). The fair market rental shall be determined (a) without consideration for the particular use of the current Term. For Premises by Tenant but shall be for the purpose permitted use of this Sectionthe Premises, fair market effective rent (b) shall mean take into consideration all Tenant Improvements that are the Base Rent plus such additional financial terms in property of Landlord or that would become the nature property of rent and rent adjustments customarily Landlord upon expiration or termination of the Lease (upon Landlord’s election for the same), (c) shall take into consideration any concessions that may then being included in leases be offered for similar space within the greater Waltham area. LESSEE shallproperties (i.e. free rent, during the Extension Periodtenant improvement allowances, continue to pay its proportionate share of LESSOR’s Real Estate Taxes etc.), and Operating Costs. Said fair market effective rent (d) without discount for the Leased Premises fact that no leasing commissions shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable paid. The Basic Monthly Rent for the Option Term shall be subject to agree on said fair market effective rent within thirty three percent (303%) days of annual increases. It shall be a condition precedent to the date exercise of the Extension Option that no Event of Default exists at the time the Extension Option is exercised. If Tenant elects to exercise this Extension Option, Tenant shall exercise the Extension Option only by written notice (the “Option Notice”) to Landlord on or before December 31, said 2020. The burden of actual delivery of the Option Notice is on the Tenant. In the event Tenant exercises the Extension Option hereunder, Tenant shall, within a period of one hundred fifty (150) days and one hundred eighty (180) days prior to the First Extended Expiration Date, deliver to Landlord written notice of Tenant’s opinion of the fair market effective rent rental value, as set forth above, and Tenant’s support for such figure (i.e. comparable lease information). Landlord shall thereafter promptly communicate with Tenant as to Landlord’s response to Tenant’s opinion as to the rental value and the parties shall thereafter promptly meet and endeavor to agree upon the fair market rental of the Premises. If the rental for the Option Term has not been agreed upon, as set forth above, at least One Hundred Twenty (120) days prior to the First Extended Expiration Date (“Initial Meeting Period”), then the determination of the rental shall be conclusively determined by three (3) appraiserspromptly submitted to arbitration. Within Tenant shall select, within fifteen (15) days of the expiration of the Initial Meeting Period, referred to above, a licensed real estate agent with at least five years commercial experience in the City in which the Premises are located involving properties similar to the Property under this Lease. Tenant shall provide to Landlord (a) the name, address, company affiliation, and phone number of such agent (b) and a list of the agents qualifications, and (c) a statement that Landlord has fifteen (15) days to nominate Landlord’s own agent, in writing, within such fifteen (15) day period such that such information is actually received by Landlord within such time period. Landlord shall have a period of fifteen (15) days after actual receipt of Tenant’s information, as set forth above, to nominate its own agent. Thereafter, said agents shall meet for the purpose of determining the rental, as set forth above, for the applicable extension period. If Tenant fails to so nominate an agent and provide the notice, as set forth above, the Landlord’s reasonable opinion of value shall be the rental value for the Option Term. If Landlord fails to nominate an agent, as set forth above, Tenant shall provide to Landlord a written notice setting forth that Tenant’s agent shall determine the rental value if Landlord does not nominate an agent within fifteen (15) additional days. Such notice must be actually received by Landlord before the fifteen (15) days commences to run. If Landlord thereupon fails to so select an agent, the one agent retained by Tenant shall set the fair market rental. If the two agents do not agree upon the rent, as set forth above, within thirty (30) day perioddays of their selection, LESSOR and LESSEE shall each select an appraiserthey shall, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of thereafter, select a third agent with the date qualifications, referred to above, and if they do not so agree on which such appraisers have been appointeda third agent, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser third arbitrator shall be appointed by the American Institute presiding judge of Appraisersthe Superior Court in the County in which the Premises are located. Tenant shall be required to petition such Court within ten (10) days of the expiration date of the time for the selection of the third agent, as set forth above, requesting the earliest possible determination by the Court. At Landlord’s election, such petition shall be on an ex parte basis with notice and opportunity by Landlord to attend such hearing. The Tenant’s failure to so petition the Court, as set forth herein and within the time period set forth herein, shall void the Tenant’s option exercise. The three agents shall determine whether Landlord’s value or Tenant’s value is closest to the fair market rental, as set forth above, within a thirty (30) day period of the appointment of the third agent and if they cannot agree upon the same, as set forth above, the third agent shall select the fair market rental value as determined by either Landlord’s agent or Tenant’s agent which most closely reflects the fair market rental value as determined by the third agent. Each party shall bear the cost of the appraiser selected by such party, pay his own agent and the cost of the third appraiser agent, if necessary, shall be shared equally paid by LESSOR the Tenant. The determination shall be signed by both parties and LESSEEshall thereupon become a part of the Lease Agreement. If the three appraisers are unable Basic Monthly Rent for the Option Term has not been determined by the First Extended Expiration Date, Tenant shall pay an estimated Basic Monthly Rent of One Hundred Fifteen percent (115%) of the Basic Monthly Rent due for the Premises then leased by Tenant for the last month of the Extended Term. Any deficiency shall be payable by Tenant to agree upon such fair market effective rent Landlord within fifteen ten (1510) days of the appointment determination of the third appraiser, Basic Monthly Rent for the fair market effective rent Option Term. Any surplus shall be that determined by the appraiser not selected by either LESSOR or LESSEEa credit for Basic Monthly Rent to become thereafter due.
Appears in 1 contract
Sources: Lease Agreement (Dermira, Inc.)
Option to Extend. On (a) Landlord hereby grants Tenant a single option to extend the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default Term of its covenants and obligations under the Lease beyond applicable notice for an additional period of five (5) years (such period may be referred to as the “Option Term”), as to the entire Premises as it then exists, upon and cure periodssubject to the terms and conditions of this Section (the “Option To Extend”), both as of and provided that at the time of exercise of such option (and each Option, if more than one Option is granted): (i) Tenant must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of at least fifty percent (50%) of the Option to ExtendPremises; and (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as hereinafter definedcertified by Tenant’s independent certified public accountants or Chief Financial Officer or Chief Executive Officer, and at as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder. Without limiting the commencement generality of the Extension Periodforegoing, as hereinafter defined, then LESSEE shall have the right to extend the term hereof Landlord may reasonably conclude there has been a material adverse change if Tenant’s independent certified public accountants or Chief Financial Officer or Chief Executive Officer do not certify there has been no such change.
(b) Tenant’s election (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Election Notice”) on or before to exercise the Option To Extend must be given to Landlord in writing no earlier than the date which no less than is twelve (12) months prior to the Expiration Date and no later than the date which is nine (9) months prior to the Expiration Date. If Tenant either fails or elects not to exercise the Option to Extend by not timely giving its Election Notice, then the Option to Extend shall be null and void, including, if more than one Option is granted, the then applicable Option to Extend and all further Options to Extend.
(c) The Option Term (and each Option Term, if more than one Option is granted) shall commence immediately after the expiration of the then current Termpreceding Term of the Lease. Such Extension Period Tenant’s leasing of the Premises during the Option Term shall be upon and subject to the same terms and conditions contained in the Lease except that (i) Tenant shall pay the “Option Term Rent”, defined and determined in the manner set forth in the immediately following Subsection; (ii) the Security Deposit shall be increased to an amount that is the same percentage or proportion of this LeaseOption Term Rent as the prior amount of Security Deposit was in relation to Rent for the Term prior to the Option Term, but in no event shall the Security Deposit be decreased; and (iii) Tenant shall accept the Premises in its “as is” condition without any obligation of Landlord to repaint, remodel, repair, improve or alter the Premises or to provide Tenant any allowance therefor, except that to the Base Rent payable shall be set at extent tenants leasing space in Comparable Transactions receive an allowance pursuant to the then fair market effective rent for the Leased Premises. In no eventdefinition of Fair Market Rental Rate defined in Exhibit E hereto, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable Landlord by notice given to agree on said fair market effective rent Tenant within thirty (30) days after final determination of the date Fair Market Rental Rate, may elect to provide, in lieu of such allowance for alterations to the Premises, a rent credit equal to the amount of the Extension Noticeallowance that would have otherwise been given, said fair market effective credited toward the rents applicable only to the Premises and due starting after such rent obligation commences. If Tenant timely and properly exercises the Option To Extend, references in the Lease to the Term shall be conclusively determined deemed to mean the preceding Term as extended by three the Option Term unless the context clearly requires otherwise.
(3d) appraisersThe Option Term Rent shall mean the sum of the Monthly Base Rent at the Fair Market Rental Rate (as defined in Exhibit E) plus Rent Adjustments and/or certain Operating Expenses (if applicable, based upon a step-up to change the base year or base amount for calculation of Operating Expenses in connection with determination of the Fair Market Rental Rate) plus other charges pursuant to the Lease payable to Landlord. The determination of Fair Market Rental Rate and Option Term Rent shall be made by Landlord, in the good faith exercise of Landlord’s business judgment. Within fifteen forty-five (1545) days after Tenant’s exercise of the expiration Option To Extend, Landlord shall notify Tenant of such thirty (30) day periodLandlord’s determination of the Fair Market Rental Rate and Option Term Rent for the Premises. Tenant may, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of after receipt thereof, deliver to Landlord a written notice either: (i) accepting Landlord’s determination, in which case the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser extension shall be appointed by effective and binding (subject to Subsection (f) below) at the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such partyaccepted rate; or (ii) setting forth Tenant’s good faith estimate, in which case Landlord and the cost of the third appraiser shall be shared equally by LESSOR Tenant will promptly confer and LESSEE. If the three appraisers are unable attempt to agree upon the Fair Market Rental Rate and Option Term Rent. Tenant’s failure to timely deliver such fair market effective rent notice within such fifteen (15) days day period shall be deemed its cancellation of the appointment Option. In the event Tenant has delivered notice setting forth Tenant’s different estimate, but no agreement in writing between Tenant and Landlord on Fair Market Rental Rate and Option Term Rent is reached within thirty (30) days after Landlord’s receipt of Tenant’s estimate, the Fair Market Rental Rate shall be determined in accordance with the terms of Exhibit E. To the extent that Tenant pays directly the utility or service provider for utilities or services which Tenant is to obtain directly pursuant to the Lease, Tenant shall continue to pay such amounts.
(e) Promptly after final determination of the third appraiserFair Market Rental Rate, Landlord shall prepare a memorandum confirming the specific dates, amounts and terms of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend, in the form of an amendment to the Lease, and Tenant shall execute such amendment within five (5) business days after Landlord and Tenant agree to the form of the proposed amendment and Landlord shall execute it promptly after Tenant. Notwithstanding any of the foregoing to the contrary, the fair market effective rent failure of Landlord to prepare such amendment or of either party to execute an amendment shall not affect the validity and effectiveness of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend.
(f) Upon the occurrence of any of the following events, Landlord shall have the option, exercisable at any time prior to commencement of the Option Term, to terminate all of the provisions of this Section with respect to the Option to Extend, whereupon any prior or subsequent exercise of this Option to Extend shall be of no force or effect:
(i) Tenant’s failure to timely exercise or timely to perform the Option to Extend in strict accordance with the provisions of this Section.
(ii) The existence at the time Tenant exercises the Option to Extend or at the commencement of the Option Term of a Default on the part of Tenant under the Lease or of any state of facts which with the passage of time or the giving of notice, Igor both, would constitute such a Default.
(iii) Tenant’s third Default under the Lease prior to the commencement of the Option Term, notwithstanding that determined by all such Defaults ma), subsequently be cured.
(g) Without limiting the appraiser generality of any provision of the Lease, time shall be of the essence with respect to all of the provisions of this Section.
(h) This Option to Extend is personal to Bolt Biotherapeutics, Inc., a Delaware corporation, and may not selected by either LESSOR be used by, and shall not be transferable or LESSEEassignable (voluntarily or involuntarily) to any person or entity except a Permitted Transferee that satisfies the terms and conditions of Section 10.01(e) of the Lease.
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right three (3) options to extend the term hereof (the “Option to Extend”) this Lease for one additional an extended term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend 5) years each by giving Landlord written notice of its intention to LESSOR do so not later than six (the “Extension Notice”) on or before the date which no less than twelve (126) months prior to the expiration of the then current applicable Term and not more than fifteen (15) months prior to the expiration of the applicable Term; provided, however, that Tenant is not in material default beyond any applicable cure period under the Lease on the date of giving such notice. Such Extension Period Any termination of the Lease shall result in automatic termination of these options. The extended term shall be upon all of the same terms and conditions of this the Lease, except that the Base Minimum Rent payable shall adjust to Fair Market Rental as provided herein. The Minimum Rent for the extended term shall be set at calculated as follows:
A. Landlord and Tenant hereby acknowledge and agree that the then fair market effective rent Minimum Rent during the extended term shall be the “Fair Market Rental” for the Leased Premises. In Property, as determined in accordance with this Section, but in no event, however, shall the Base Rent be event less than the then-current Base prior Minimum Rent of the preceding month of the Lease Term prior to such extension. Following receipt by Landlord of Tenant’s notice to exercise the option, Landlord shall provide Tenant with written notice of its determination of Fair Market Rental for the Premises. The parties shall have until the date that is five (5) months prior to the date that the Lease Term will expire in order to agree on Minimum Rent during the extended term.
B. If the parties fail to agree on the Minimum Rent for the extended term during that period, then the Fair Market Rental shall be established by appraisal. Landlord and Tenant shall each appoint one appraiser at least five (5) months prior to the expiration of the current Lease Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, that if LESSOR and LESSEE either party fails to designate an appraiser within the time period specified, then the appraiser who is designated shall conclusively determine the Fair Market Rental.
C. If two (2) appraisers are unable to agree on said fair market effective rent designated, then they shall submit within thirty (30) days their appraisals of the date Fair Market Rental. Landlord and Tenant intend that the “Fair Market Rental” shall be deemed to be the rent per square foot of Rentable Area of space that is then being charged for space located in buildings in the vicinity of the Extension NoticePremises that are comparable in quality and offer similar amenities to the building, said fair market effective rent including the extensive parking ratio under this Lease and involving leases with similar terms and conditions, and involving the use of the premises for similar purposes allowed under this Lease. The spaces used for comparison shall be conclusively determined comparable in size, quality and design to the Premises, and such spaces used for comparison shall be comparable to the Premises with respect to their quality and quantity of tenant improvements installed at each landlord’s expense, the services provided by three each landlord to such tenant, and the financial strength of Tenant.
D. Should the two appraisers be unable to agree within said thirty (330) appraisers. Within fifteen days, the two appraisers shall each submit an independent written appraisal and together they shall designate one (151) additional person as appraiser within five (5) days of following the expiration of such said thirty (30) day period; provided however, LESSOR that if the difference between the two appraisals is ten percent (10%) or less of the lowest appraisal, then an additional appraiser shall not be designated and LESSEE the Fair Market Rental shall each select equal the average of the two (2) appraisals that are submitted. The third appraiser shall submit an appraiser, who shall select a thirdindependent written appraisal within thirty (30) days following his or her appointment. Should If the two appraisers fail to cannot agree on upon a third within fifteen (15) days appraiser, then either party hereunder may request that the presiding Judge of the date on Maricopa County Superior Court appoint such third appraiser. The Fair Market Rental shall be equal to the average of the two (2) written appraisals which such are closest, and the third (3rd) appraisal shall be disregarded.
E. Each party shall bear the costs of the appraiser appointed by it. If three (3) appraisers have been are appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each each party shall bear the cost of the appraiser selected appointed by such party, it and the parties shall share equally in the cost of the third appraiser appraiser. No person shall be shared equally by LESSOR appointed or designated an appraiser unless he or she is (i) an independent appraiser who is a currently certified member of the American Institute of Real Estate Appraisers (with MAI designation) and LESSEE. If unless he or she has at least five (5) years experience as an appraiser in Maricopa County, or (ii) a real estate broker with at least ten (10) years experience in leasing of space in the three appraisers are unable greater Phoenix area.
F. In the event that the Fair Market Rental is not established before the commencement of the extended term, Tenant shall continue to agree upon such fair market pay the Base Rent in effect as of the end of the Lease Term; when the Fair Market Rental has been established, the new Base Rent shall be retroactively effective rent within fifteen as of the beginning of the extended term, and Tenant shall pay Landlord any deficiency with in thirty (1530) days after the establishment of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEnew Base Rent.
Appears in 1 contract
Sources: Lease Agreement (Universal Technical Institute Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right option to extend the term hereof (the “Option to Extend”) the Extended Term for one (1) additional term period of five years, ending on March 31, 2019 two (2) years (the “Additional Extension Period’), to commence immediately ”) upon the expiration all of the then current term. LESSEE may exercise such terms and conditions of the Lease, as modified hereby, except that Tenant shall have no further right to extend the Term or receive any tenant inducements, and the Base Rent payable under the Lease shall be in the amount set forth in Section 5(b) below.
(a) The Option to Extend may be exercised only by Tenant giving Landlord irrevocable and unconditional written notice thereof no later than six (6) months and no earlier than nine (9) months before the commencement of the Additional Extension Period. Said exercise shall, at Landlord’s election, be null and void if Tenant has been in default beyond any applicable notice and cure periods under the Lease during the Extended Term, or if Tenant is in default beyond any applicable notice and cure periods under the Lease at the date of said notice or at any time thereafter and prior to LESSOR (commencement of said Additional Extension Period. If Tenant shall fail to exercise the “Extension Notice”) on Option to Extend in accordance with the terms hereof, said Option to Extend shall terminate and be null and void and Tenant shall have no further right to extend the Extended Term. Tenant’s exercise of the Option to Extend shall not operate to cure any default by Tenant of any of the terms or provisions in the Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise the Option to Extend, or before the date which no less than twelve (12) months commencement of the Additional Extension Period, or if Tenant shall have assigned the Lease or subleased all or any portion of the Premises before Tenant shall have exercised the Option to Extend, then immediately upon such termination, sublease or assignment, the Option to Extend shall simultaneously terminate and become null and void. If the Term of the Lease shall terminate for any reason prior to the expiration of the Extended Term, then current Termthe Option to Extend shall become null and void, whether or not it has been previously exercised. Such Time is of the essence of this provision.
(b) Tenant shall pay to Landlord, as Base Rent for the Premises during the Additional Extension Period as follows: All Rent payable during the Extension Term shall be upon payable in the same manner and under the same terms and conditions of this Lease, except that the Base as Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, is paid during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEExtended Term.
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waiveThe Tenant, at its electionprovided, by written notice to LESSEE at any time) that LESSEE it is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right option to extend the term hereof (Term of the “Option to Extend”) Lease for one (1) additional five (5) year term. The Basic Rent for the extended term of five years, ending on March 31, 2019 (shall at the “Extension Period’), to commence immediately upon then prevailing market rent for like premises as at the expiration first day of the then current extended term. LESSEE may exercise If the parties are unable to agree as to the then prevailing market rent for like premises to be used as Basic Rent for the extended term then the same shall be determined by arbitration. In the case of any dispute between the Landlord and the Tenant as to the then prevailing market rent for like premises to be used as Basic Rent for the extended term, the matter shall be referred to a single arbitrator appointed by the parties for determination. If the parties cannot agree on a single arbitrator, each party shall appoint an arbitrator within fifteen (15) days after notice of failure to agree served by one party on the other. Each party shall advise the other party in writing of its arbitrator so appointed. In the event a party shall fail to appoint an arbitrator, and notify the other party in writing of his identity within the said 15 days limit, the arbitrator appointed by the other party shall act as a sole arbitrator. Upon the appointment of an arbitrator by each of the parties, the two arbitrators shall then appoint a third arbitrator (and failing their agreement on a third, the same shall be appointed by a Justice of the Court of Queen’s Bench of Alberta on application by either party hereto) and the three arbitrators shall then proceed to determine the matters in dispute. The dispute shall be determined by majority decision of the arbitrators (or the sole arbitrator, if one is agreed upon or applicable) and such Option determination shall be final. Each arbitrator shall be a disinterested person of recognized competence in the real estate business in the City of Calgary. The expenses of such arbitration shall be shared equally by the Landlord and the Tenant, unless otherwise determined by the arbitrator(s). Except as otherwise herein provided, the arbitration shall be conducted in accordance with the provisions of the Arbitration Act of Alberta and any amendments thereto or successors to Extend by giving such statute, which provisions shall apply mutatis mutandis. The Tenant shall provide a written notice to LESSOR (the “Extension Notice”) on or before the date which no less than Landlord of its intention to exercise its option of extension at least twelve (12) months prior to the expiration end of the then current Term. Such Extension Period shall be upon the The same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, Lease will apply during the Extension Periodextended term except for: tenant inducements, continue to pay its proportionate share of LESSOR’s Real Estate Taxes including but not limited to: improvement allowances, moving allowances, free rent periods, fixturing periods and Operating Costs. Said fair market effective rent for any extension beyond the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEextended term.
Appears in 1 contract
Sources: Office Lease (Telvent Git S A)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE Provided Tenant is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as any provision of the time of exercise of the Option Lease, Landlord hereby grants to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right Tenant two one year options to extend the term hereof (the “Option to Extend”) of this Lease for one an additional term of five yearswhen the existing term expires, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current termterms and conditions set forth in this paragraph. LESSEE Tenant may exercise such Option to Extend this option by giving Landlord written notice to LESSOR (the “Extension Notice”) on or before the date which no of its intention not less than twelve sixty (1260) months days prior to the expiration of the existing term of this Lease. If this Option is exercised, the Base Monthly Rent for the Premises shall equal the then current Termfair market monthly rent (“Fair Market Rent”), which shall not be less than $19,860.00 per month for the Premises as of the commencement date of the applicable extended term. Such Extension Period If the parties cannot agree on the amount of the “Fair Market Rent” and the annual adjustment to such Fair Market Rent within sixty (60) days prior to the commencement of such extended term, then the Fair Market Rent and the annual adjustment thereto shall be upon the same determined by an appraisal. All other terms and conditions contained in the Lease and this Addendum, as the same may be amended from time to time by the parties in accordance with the provisions of this the Lease, except that shall remain in full force and effect and shall apply during the Base Rent payable Option term. If the fair market rental value for the Premises needs to be determined by appraisal, Landlord and Tenant shall either agree to select one real estate appraiser or three real estate appraisers. Any real estate appraiser selected shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration a member of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Real Estate Appraisers, shall have at least five (5) years experience appraising commercial space located in the vicinity of the Premises, and shall act in accordance with the rules of the American Institute of Real Estate Appraisers. Each The Fair Market Rent shall be based on rental of space of the same age, construction, size and location as the Premises with the improvements installed therein. If only one appraiser is selected, then each party shall pay one-half of the fees and expenses of that appraiser. If proceeding with three appraisers, each party shall select one appraiser, who in turn shall select the third appraiser. If three appraisers are selected, each party shall bear the cost fees and expenses of the appraiser selected by such party, it selects and the cost one-half of the third appraiser shall be shared equally by LESSOR fees and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment expenses of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the option to renew the Term of this Lease for one (1) additional ten (10) year term (the "Extended Term"). The Basic Rent for the Extended Term shall be Fair Market Rent including annual increases provided in Section 3B of this Lease as reflected in the determination of Fair Market Rent as provided herein. Fair Market Rent shall be defined to be rent for first class well maintained mid-rise office projects located proximate to the Palo Alto, Menlo Park, Redwood City, Redwood Shores, San Mateo, Fost▇▇ ▇▇▇y marketplace and that have on-building freeway visible signage, including the most recent comparable leases Landlord has consummated with other tenants at the Complex. Should Landlord and Tenant be unable to agree upon the Fair Market Rent within twenty-one (21) days of Landlord's timely receipt of Tenant's written notice as required herein, then Tenant may elect to either (i) revoke its written notice and have the lease expire at the end of the Term as provided in this Lease or (ii) notify Landlord within five (5) days that it elects to set the Fair Market Rent by appraisal. Tenant's failure to so timely notify Landlord as provided above shall be deemed to be Tenant's election to have the Lease expire at the end of the Term. Following such election to set the Fair Market Rent by appraisal, each party, within fifteen (15) days at its cost and by giving notice to the other party, shall appoint a licensed real estate appraiser (MAI) with at least five (5) years' full-time commercial appraisal experience in the area in which the Premises are located to determine the Fair Market Rental as specified above. If a party does not appoint an appraiser within fifteen (15) days, the single appraiser appointed shall be the sole appraiser and shall set the Fair Market Rent for the extended Term. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the Fair Market Rent for the extended term. If they are unable to agree within twenty (20) days after the second appraiser has been appointed, they shall select a third appraiser meeting the qualifications stated in this paragraph within ten (10) days after the last day the two appraisers are given to set the Fair Market Rent. The cost of said third appraiser shall be borne equally by Landlord and Tenant. Within ten (10) days after the selection of the third appraiser, a majority of the appraisers shall set the Fair Market Rent for the Extended Term. If a majority of the appraisers are unable to set the Fair Market Rent within the stipulated period of time, then the two (2) closest appraisals shall be added together and their total divided by two (2); and shall be the initial Basic Rent for the Premises for the first twelve (12) months of the Extended Term subject to CPI adjustments as set forth in the Lease. In no event shall Fair Market Rent be less than the Basic Rent paid in the last month of the primary Term of the Lease as increased by the CPI. Said Basic Rent as set by the appraisers shall be binding upon the parties hereto and the Lease shall remain in effect through the Extended Term. Tenant shall have no other right to extend the term hereof (Lease beyond the “Option Extended Term herein granted. Tenant shall thereafter notify Landlord of its desire to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR option within a minimum of nine (the “Extension Notice”9) on or before the date which no less than months and a maximum of twelve (12) months prior to the expiration date of the then current primary lease Term. Such Extension Period This option shall be upon void, at Landlord's option, if Tenant has been chronically delinquent as defined in Section 13# of this Lease, or is in default at the time of exercise or at any time subsequent to Tenant giving timely notice up to commencement of the Extended Term. This option is personal to Tenant and may not be assigned or transferred without Landlord's expressed written consent which may be withheld in Landlord's sole and absolute discretion. TIME IS OF THE ESSENCE. Except for adjustments to the Basic Rent, the Extended Term shall be on the same terms and conditions of this Lease, except that as the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration primary Term of the current TermLease. For the purpose of this Section, fair market effective rent OPT shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, continue to be chargeable to Tenant during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEExtended Term.
Appears in 1 contract
Sources: Office Lease (Niku Corp)
Option to Extend. On the conditions Lessor hereby grants to Lessee two (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time2) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right options to extend the term hereof (the “Option to Extend”) Initial Term of this Lease, each for one additional term a period of five years(5) years (each, ending on March 31, 2019 (the an “Extension Period’Option”). Each respective Extension Option shall be deemed exercised unless Lessee provides Lessor with written notice, on or before one year prior to the then scheduled Expiration Date, of Lessee’s election not to exercise the respective Extension Option. In the event the Term of this Lease shall be extended under this Section, then all of the terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that:
(i) Each Extension Term shall commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR Initial Term or prior Extension Term, as applicable.
(ii) The Base Rent for the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period Term shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premisesdetermined as follows. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within Within thirty (30) days of after the date exercise or deemed exercise of the Extension NoticeOption, said Lessor shall notify Lessee in writing as to Lessor’s determination, in Lessor’s good faith judgment, of the fair market effective rent of comparable space (including square footage, location and quality of the Property) to the Property (the “Fair Market Rent”) together with reasonable back-up material supporting Lessor’s determination. Lessee shall have twenty (20) days from receipt of Lessor’s determination of the Fair Market Rent accept or reject Lessor’s determination.
(iii) Until the Fair Market Rent has been agreed upon, the initial Base Rent for the Extension Term shall be conclusively the Base Rent payable during the month preceding the commencement of the applicable Extension Term. In the event the Fair Market Rent is determined to be greater than such amount, then Lessee shall promptly pay Lessor any balance due.
(iv) If Lessee timely objects to Lessor’s determination of Fair Market Rent, Lessor and Lessee shall diligently attempt in good faith to agree on the Fair Market Rent within ten (10) days of Lessee’s notice of objection (“Outside Agreement Date”). If Lessor and Lessee fail to reach agreement by three the Outside Agreement Date, each shall make a separate determination of the Fair Market Rent within five (35) appraisersdays of the Outside Agreement Date. Such determination shall then be submitted to arbitration in accordance with (v) below.
(v) Within fifteen (15) days of the expiration of such thirty (30) day periodOutside Agreement Date, LESSOR and LESSEE the Parties shall each select agree upon an appraiser, arbitrator who shall select a third. Should decide whether the two appraisers fail to agree on a third within fifteen (15) days Parties will use Lessor’s or Lessee’s submitted Fair Market Rent and shall promptly notify Lessor and Lessee of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEits decision. If the three appraisers Parties are unable to agree upon such fair market effective rent the arbitrator within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.fifteen
Appears in 1 contract
Sources: Lease Agreement
Option to Extend. On Lessee shall have the conditions option to extend the term of this Lease (which conditions LESSOR "Option") on all of the terms, conditions, covenants and provisions, contained in this Lease, except for the Monthly Rent, for two (2) additional terms of five (5) years each following the Termination Date. The Option Term shall commence on the day immediately following the Termination Date. Lessee may waive, at its election, exercise the Option by giving written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and Lessor at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof least one hundred twenty (the “Option to Extend”120) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or days before the date which no less than twelve (12) months prior to the expiration of the then current TermTermination Date. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms If Lessee is in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree default on said fair market effective rent within thirty (30) days of the date of giving the Extension Option Notice, said fair market effective rent the Option Notice shall be conclusively totally ineffective. If the Option Notice is not given, the Option shall automatically expire and be of no further force or effect. The Option granted to Lessee in this Lease is personal to the original Lessee and may be exercised only by the original Lessee while physically occupying the Premises. The Option may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity other than Lessee. Any consent by Lessor to an assignment of the Lease or a sublet of the Premises, or any portion thereof, shall not be construed as a waiver of this prohibition. Monthly Rent during each Option period shall be at Fair Market Value, as determined by Lessor, at the time Lessor receives the Option Notice. In the event the Lessor and Lessee cannot agree on the new base rent, the matter shall be submitted for decision to a panel of three arbitrators. Lessor and Lessee shall each appoint one arbitrator who shall by profession be a licensed commercial real estate broker or an MAI real estate appraiser, and who shall be familiar with the premises Building and have been active in the brokering or appraisal of properties in an area within a three (3) appraisersmile radius of the Premises. Within Each such arbitrator shall be appointed within fifteen (15) days after Lessee's notice to Lessor of the expiration of such thirty (30) day period, LESSOR and LESSEE its election to have New Base Rent determined by this arbitration procedure. The two arbitrators so appointed shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to of the appointment of the last appointed arbitrator agree upon and appoint an appraiser within the time provided, such appraiser a third arbitrator who shall be appointed by qualified under the American Institute of Appraisers. Each party shall bear the cost same criteria set forth hereinabove for qualification of the appraiser selected by initial two arbitrators. Failing such partyagreement, and either Lessor or Lessee shall have the cost right to petition for the appointment of the third appraiser arbitrator by the Presiding Judge of the Superior Court of the County of San Diego. The three arbitrators shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen thirty (1530) days of the appointment of the third appraiserarbitrator reach a decision as to whether the parties shall use Lessor's or Lessee's proposed New Base Rent, and shall notify Lessor and Lessee therefore. The decision of the fair market effective rent majority of the three arbitrators shall be that determined binding upon Lessor and Lessee. The cost of the arbitration shall be paid by Lessor and Lessee equally. In no event, shall the appraiser monthly rent for the Option term be less than a four percent (4%) increase over the previous year's monthly rent. Upon agreement to the terms of the Option, Lessor shall immediately execute an Extension of Lease Agreement. All rights of Lessee with respect to the Option shall terminate and be of no further force or effect if Lessor and Lessee do not selected by either LESSOR come to agreement on the Option. Neither Lessor nor Lessee shall have the right to have a court or LESSEEthird party set the Monthly Rent. ALL OTHER TERMS AND CONDITIONS OF THE ABOVE REFERENCED LEASE SHALL REMAIN IN FULL FORCE AND EFFECT.
Appears in 1 contract
Sources: Standard Industrial/Commercial Multi Tenant Lease (Natural Alternatives International Inc)
Option to Extend. On While the conditions (which conditions LESSOR may waiveLease is in full force and effect, at its election, by written notice to LESSEE at any time) that LESSEE provided the Tenant is not in default of its any of the terms, covenants and obligations under the Lease conditions thereof, beyond any applicable notice and cure periods, and further provided that ClickSoftware, Inc. is itself occupying at least fifty percent (50%) of the Premises then demised to Tenant, in each case both as of the time of option exercise and as of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Periodherein additional term, as hereinafter defined, then LESSEE Tenant shall have the right or option (the "Extension Option") to extend the original term hereof (the “Option to Extend”) of this Lease for one (1) period of three (3) years. Such extension of the original term shall be on the same terms, covenants and conditions as provided for in the original term except (a) Tenant shall have no further option to extend the term, (b) the base year for Property Taxes and Operating Expenses (net of Property Taxes) shall be updated to then current calendar year and fiscal tax year as of the date of exercise of the Extension Option, (c) the Base Rent during the extended term shall be ninety-five percent (95%) of the fair market rental value for new leases, as determined by Landlord, taking into account new leases then currently being negotiated or executed for comparable space in the office park in which the Building is located, including provisions for subsequent increases and other adjustments and also taking into account such new base years, or if no new leases are then being negotiated or executed in such office park, the fair market rental value shall be determined by Landlord taking into account new leases then being negotiated or executed for comparable space located elsewhere in first-class office buildings located in the Burlington, Massachusetts area, and (d) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the herein additional term or otherwise provide any amount of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration improvement allowance in respect of the then current Premises. Notwithstanding the foregoing, in no event shall the Base Rent on account of any additional term be less than the annual Base Rent payable for the Premises as of the date immediately preceding the commencement of such additional term. LESSEE may Notice of Tenant's intention to exercise such the Extension Option must be given to Extend by giving written notice to LESSOR Landlord, in writing, at least nine (the “Extension Notice”) on or before the date which no less than twelve (129) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration initial term of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEELease.
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right two options to extend the term hereof (the “Option to Extend”) Lease for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately 5-year periods each upon the expiration of the then current immediately prior term. LESSEE may exercise such Option , at a Base Rent equal to Extend 95% of the then-market rental rate, to be reasonably determined by giving written notice to LESSOR Landlord and Tenant and/or Tenant's Representative (the “Extension Notice”"Renewal Rent") on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms plus a Tenant refurbishment allowance for repainting and conditions of this Lease, except recarpeting; provided that the Base Renewal Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, option period shall the Base Rent not be less than the then-current Base Rent in effect at the expiration of the current Termprior term and the Renewal Rent will be subject to annual 3% increases. For Tenant shall give Landlord written notice of Tenant's intent to exercise Tenant's option to extend the purpose Lease on or before 180 days prior to the expiration date for such term. Upon receipt of this Sectionsuch notice, fair market effective rent Landlord shall mean have 30 days to deliver written notice to Tenant of the Base Renewal Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, to be charged during the Extension Periodextension period ("Rent Notice"). Upon receipt of the Rent Notice, continue Tenant shall have 10 days to pay notify Landlord, in writing, of Tenant's acceptance or rejection of Tenant's exercise of Tenant's option to extend. In the event Tenant fails to deliver to Landlord written notice of Tenant's acceptance or rejection of the Rent Notice, the Lease will terminate as of the applicable expiration date. This option to extend will be of no further force and effect if Tenant does not timely exercise its proportionate share option, Tenant does not timely accept the Rent Notice, Tenant or its Affiliates do not occupy 100% of LESSOR’s Real Estate Taxes the Premises at the time Tenant exercises this option, or Tenant is in default under this Lease after notice and Operating Coststime to cure at the time it exercises this option. Said fair market effective rent for If Tenant accepts the Leased Premises shall be agreed upon by LESSOR Rent Notice, Tenant will execute an amendment to this Lease so confirming the extension of the Lease and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent the Renewal Rent within thirty (30) 30 days of the date receipt of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEsame from Landlord.
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE Provided Tenant is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as any provision of the time of exercise of the Option Lease, Landlord hereby grants to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right Tenant an option to extend the term hereof (the “Option to Extend”) of this Lease for one an additional term of five three (3) years, ending when the existing term expires, on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current termterms and conditions set forth in this paragraph. LESSEE Tenant may exercise such Option to Extend this option by giving Landlord written notice to LESSOR (the “Extension Notice”) on or before the date which no of its intention not less than twelve one hundred twenty (12120) months days prior to the expiration of the existing term of this Lease. If this Option is exercised, the Base Monthly Rent for the Premises shall equal the then current Termfair market monthly rent ("Fair Market Rent") which shall not be less than $23,408.00 per month for the Premises as of the commencement date of the applicable extended term, and adjusted upwards each year for at least 4% per annum. Such Extension Period If the parties cannot agree on the amount of the "Fair Market Rent" and the annual adjustment to such Fair Market Rent within sixty (60) days prior to the commencement of such extended term, then the Fair Market Rent and the annual adjustment thereto shall be upon the same determined by an appraisal. All other terms and conditions contained in the Lease and this Addendum, as the same may be amended from time to time by the parties in accordance with the provisions of this the Lease, except that shall remain in full force and effect and shall apply during the Base Rent payable Option term. If the fair market rental value for the Premises needs to be determined by appraisal, Landlord and Tenant shall either agree to select one real estate appraiser or three real estate appraisers. Any real estate appraiser selected shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration a member of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Real Estate Appraisers, shall have at least five (5) years experience appraising commercial space located in the vicinity of the Premises, and shall act in accordance with the rules of the American Institute of Real Estate Appraisers. Each The Fair Market Rent shall be based on rental of space of the same age, construction, size and location as the Premises with the improvements installed therein. If only one appraiser is selected, then each party shall pay one-half of the fees and expenses of that appraiser. If proceeding with three appraisers, each party shall select one appraiser, who in turn shall select the third appraiser. Such third appraiser shall select one of this first two appraiser's appraisal as the correct fair market rent. If three appraisers are selected, each party shall bear the cost fees and expenses of the appraiser selected by such party, it selects and the cost one-half of the third appraiser shall be shared equally by LESSOR fees and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment expenses of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.
Appears in 1 contract
Option to Extend. On Provided Tenant itself bona fide physically occupies, uses and carries on business in the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE entire Premises and further provided Tenant is not then in default of its covenants and obligations under further provided the Lease beyond applicable notice remains in full force and cure periodseffect, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right to extend the term hereof (Term of the “Option to Extend”) for one Lease by an additional term period of five years, ending on March 31, 2019 (5) years (the “Extension Period’), to commence Term”) commencing on the day immediately upon following the expiration expiry of the Term, under the same terms and conditions as were applicable during the Term, save and except that:
(a) the Premises shall be accepted “as is” in their state and condition existing immediately prior to the commencement date of the Extension Term. All improvements in and to the Premises shall be the responsibility of Tenant and shall be performed by Tenant, at Tenant’s expense, the whole in accordance with Building standards and the relevant provisions of Section XIII of the Lease;
(b) for the Extension Term, the annual rent to apply shall be the then current termprevailing market rental rate per square foot of rentable area per annum for lease renewals (and not sublease renewals) of comparable office space in the Building and in buildings comparable as to age, quality of construction and tenancy in the vicinity of the Building, but in no event shall be less than the annual rent paid by Tenant during the last year of the Term; and
(c) there shall be no further options to extend the Term and this option to extend will not be renewed or apply again. LESSEE may In order to validly exercise such Option this option to Extend by giving written notice to LESSOR extend, Tenant must advise Landlord thereof in writing no more than eighteen (the “Extension Notice”18) on or before the date which months and no less than twelve (12) months prior to the expiration expiry of the then current Term. Such Extension Period shall be upon In the same terms and conditions of event Tenant exercises this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms option in the nature of rent aforesaid manner and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shallaforesaid delay, during the Extension Period, continue to pay its proportionate share parties shall have a delay of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of to negotiate and execute an agreement upon the date of annual rent to apply for the Extension NoticeTerm. In the event Tenant fails to exercise this option in the aforesaid manner and within the aforesaid delay, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of or in the expiration of such event that after Tenant has validly exercised this option, the parties fail for any reason whatsoever to execute an agreement within the thirty (30) day perioddelay, LESSOR this option shall be irrevocably deemed to be null and LESSEE void and of no further effect and the Lease shall each select an appraiser, who shall select a third. Should expire at the two appraisers fail to agree on a third within fifteen (15) days end of the date on which such appraisers Term.
1. Landlord will have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost care of the appraiser selected by such party, heating and air-conditioning apparatus and may provide information for the cost regulation of same.
2. Tenant shall not permit the introduction of any machine or electrical or mechanical device of a nature to occasion objectionable noise or vibration or be injurious to the Premises or Building or to any of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEoccupants thereof.
Appears in 1 contract
Sources: Lease Agreement (BioAmber Inc.)
Option to Extend. On Tenant is given the conditions option to extend the term of all the provisions contained in this Lease for two (which conditions LESSOR may waive2) additional periods of five (5) years (each an “Extended Term”). The first Extended Term shall commence following expiration of the initial term and the second Extended Term shall commence following expiration of the first Extended Term. Tenant shall exercise each Extended Term by giving notice of exercise of the applicable option (“Option Notice”) to Landlord at least 180 days before the expiration of the initial term or first Extended Term, at its electionas applicable; provided that, by written notice to LESSEE at any time) that LESSEE if Tenant is not in default of its covenants and obligations under the Lease beyond any applicable notice and cure periodsperiod on the date of giving the Option Notice, both as the Option Notice shall be totally ineffective, or if Tenant is in default beyond any applicable notice and cure period on the date the Extended Term is to commence, the Extended Term shall not commence and this Lease shall expire at the end of the time of exercise of initial term or the Option to Extendfirst Renewal Term, as hereinafter definedapplicable. Notwithstanding anything contained herein to the contrary, and at if Tenant shall fail to give written notice within the commencement of the Extension Periodaforesaid time limit, as hereinafter defined, then LESSEE shall have the Tenant’s right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period each option shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, nevertheless continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within until thirty (30) days after Landlord shall have given Tenant notice of the date of the Extension NoticeLandlord’s election to terminate such option, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of and Tenant may exercise such option at any time until the expiration of such said thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should It is the two appraisers fail to agree on a third within fifteen (15) days intention of the date on which such appraisers have been appointedparties to avoid forfeiture of Tenant’s rights to extend the Term under the options set forth in this Section through inadvertent failure to give notice of exercise thereof within the time limits prescribed. Accordingly, or if either LESSOR or LESSEE Tenant shall fail to appoint an appraiser within give notice to Landlord of Tenant’s election to extend the time providedTerm for the Extended Term, such appraiser and if Landlord shall fail to give notice to Tenant of Landlord’s election to terminate Tenant’s right to extend this Lease for the Extended Term, then the Term shall be appointed by the American Institute of Appraisers. Each party shall bear the cost automatically extended from month to month upon all of the appraiser selected by terms and conditions then in effect, subject to Tenant’s right under such party, and option to extend the cost Term for the remainder of the third appraiser Extended Term and to Landlord’s right to place the thirty (30) day limit on such option by a notice in the manner provided in this Section. Tenant shall be shared equally by LESSOR and LESSEE. If have no other right to extend the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of term beyond the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEsecond Extended Term.
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waiveLessee, at its election, by written notice to LESSEE at any time) that LESSEE provided it is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of hereunder at the time of exercise of the Option to Extend, as hereinafter defined, and or at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the Lease Term or, if applicable, the first extension of the Lease Term, shall have the option to continue this Lease in effect for up to two additional successive periods of five years each in accordance with the terms and provisions of this Lease then current termin effect except for the following:
A. In the event the annual fair market rental value of the Premises (to be determined as set forth below) is greater than the Base Annual Rental then the annual fair market rental value of the Premises shall be substituted for the Base Annual Rental and all other provisions shall remain the same; or
B. In the event the annual fair market rental value of the Premises is less than the Base Annual Rental the provisions of this Lease shall remain the same. LESSEE may Lessee shall exercise such Option to Extend extension option by giving written notice to LESSOR (the “Extension Notice”) on Lessor of Lessee's intention to do so not more than 270 days or before the date which no less than twelve (12) months 210 days prior to the expiration of the then current Term. Such Extension Period shall be upon Lease Term or the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration first extension of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent Lease Term and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration receipt of such thirty (30) day periodnotice Lessor shall within 90 days, LESSOR and LESSEE shall each select at Lessee's expense, cause an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days appraisal of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent rental value of the Premises to be made by an independent MAI appraiser. If within 20 days after being notified of the result of such appraisal Lessee elects to reject that appraisal, then Lessor shall nominate to Lessee a list of not less than three independent MAI appraisers who are experienced with appraising property similar to the Premises, and Lessee shall select one such appraiser. Within 60 days of such selection an appraisal shall be made of the Premises by that determined appraiser and within 20 days after the results of that appraisal shall have been delivered to Lessee, Lessee shall notify Lessor of Lessee's election to exercise its option to extend this Lease and shall pay the rental so established above which shall be absolutely net to Lessor as provided in Section 7 hereof. If such notice of exercise is not received by Lessor within the appraiser not selected by either LESSOR or LESSEE20-day period then this Lease shall terminate on the last day of the Lease Term or, if applicable, the last day of the first extension of the Lease Term.
Appears in 1 contract
Sources: Lease (Roadhouse Grill Inc)
Option to Extend. On Subject to the conditions (which conditions LESSOR may waiveprovisions hereinafter set forth in this Article 26, at its election, by written notice to LESSEE at any time) and provided that LESSEE Tenant is not in default of its covenants and obligations under the Lease beyond applicable hereunder, after notice and opportunity to cure periodsto the extent provided in Article 17, both as of at any time from the time of exercise of the Option option until the Lease Expiration Date, Landlord hereby grants Tenant the option to Extendextend the Term on the same terms, conditions and provisions as contained in this Lease, except as otherwise expressly provided herein, for one (1) period of either one (1) year (the "ONE YEAR EXTENSION PERIOD") or one period of seven (7) years (the "SEVEN YEAR EXTENSION PERIOD"). Such period, regardless of its duration, may also be referred to herein generally as the "EXTENSION PERIOD"). If exercised in accordance herewith, the Extension Period shall commence on the first (1st) day after the Lease Expiration Date. If Tenant delivers an "Extension Notice" as hereinafter definedprovided, the Term shall be extended on the same terms, conditions and at provisions as contained herein except that the commencement of Annual Base Rent during the One Year Extension Period, as hereinafter definedif elected by Tenant, then LESSEE shall have be $12.00 per square foot of Rentable Area of the right to extend Premises per year, and the term hereof (Annual Base Rent during the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Seven Year Extension Period’), to commence immediately upon if elected by Tenant, shall reflect the expiration of the then current term"Prevailing Market" rate, as determined in accordance with this Article 26. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no Not less than twelve (12) months prior to the expiration Expiration Date, Tenant may request, by written notice to Landlord (the "PRELIMINARY NOTICE"), that Landlord determine the Prevailing Market rate for the Premises as it would be during the Seven Year Extension Period if Tenant elected to exercise its option for such Seven Year Extension Period. Within ten (10) days following Landlord's receipt of the then current TermPreliminary Notice, Landlord will notify Tenant of such Prevailing Market rate as reasonably determined by Landlord. Such Extension Period shall be upon If Tenant does not agree with Landlord's determination of such Prevailing Market rate, Tenant, by written notice to Landlord (the same terms and conditions "ARBITRATION NOTICE") within five (5) business days after being advised of this Lease, except that Landlord's determination of the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, howeverPrevailing Market rate, shall have the Base Rent be less than right to have the then-current Base Rent at Prevailing Market rate determined using the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.following procedures:
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR a) Borrower may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as request successive one-year extensions of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof Maturity Date by delivering a written request (the a “Option Request to Extend”) for therefor to the Administrative Agent not more than ninety (90) days but not less than thirty (30) days prior to the date which is one additional term (1) year prior to the then scheduled Maturity Date (such then scheduled Maturity Date before giving effect to the requested extension which is the subject of five years, ending on March 31, 2019 such Request to Extend being referred to herein as the “Then Scheduled Maturity Date” and such date which is one (1) year prior to such Then Scheduled Maturity Date being referred to herein as the “Extension Period’Date”). The Administrative Agent shall notify the Lenders of the receipt of such request, and each Lender shall give notice in writing to the Administrative Agent not later than ten (10) days after receipt of such notification from Administrative Agent of such Lender’s acceptance or rejection of such request. Each Lender that determines not to so extend its Maturity Date is herein referred to as a “Non Extending Lender” and any Lender that does not timely advise the Administrative Agent of its decision to extend or not to extend shall be also be deemed to have agreed to extend its Maturity Date (an “Extending Lender”). The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section no later than the Extension Date (or, if such date is not a Business Day, on the next preceding Business Day).
(b) If (and only if) W▇▇▇▇ Fargo, N.A. shall have elected to be an Extending Lender, then, effective as of the Extension Date, the Maturity Date of each Extending Lender shall be extended to the date falling one year after the Then Scheduled Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day). The Maturity Date of each Non Extending Lender shall remain the Then Scheduled Maturity Date.
(c) Any extension of the Maturity Date shall be subject to each of the following conditions precedent on the applicable Extension Date:
(i) As of the date of Borrower’s delivery of the Request to Extend, and as of the Extension Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and
(ii) Borrower shall execute or cause the execution of all documents reasonably required by Administrative Agent to exercise the option to extend; and
(iii) There shall have occurred no Material Adverse Effect, as determined by Administrative Agent in its sole discretion, since the Effective Date; and
(iv) On the Extension Date, Borrower shall pay to Administrative Agent for the ratable benefit of the Lenders an extension fee in the amount of fifteen one-hundredths of one percent (0.15 %) of the total commitment amount of the Loan (whether disbursed or undisbursed), as determined on the Extension Date; and
(v) At the sole option of Administrative Agent, an Appraisal confirming to commence immediately upon the expiration satisfaction of the then current term. LESSEE may exercise such Option to Extend Administrative Agent that the Credit Limit (whether disbursed or not and as reduced by giving written notice to LESSOR (the “Extension Notice”Commitments of any Non-Extending Lenders) on or before the date which no less than twelve (12) months prior to the expiration as a percentage of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the thenas-current Base Rent at the expiration is value of the current Term. For Property does not exceed fifty-five percent (55%) (“Loan-to-Value Percentage”), based on an as-is appraisal value of the purpose of this Section, fair market effective rent shall mean Commercial Property and the Base Rent plus as-is value (as such additional financial terms term is used in the nature Initial Mauka Apprasial) of rent and rent adjustments customarily then being included in leases for similar space within Kapalua Mauka (or the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEEportion thereof which remains Collateral); provided, however, if LESSOR in the event such appraised value is not adequate to meet the required Loan-to-Value Percentage, then Borrower shall pay down the outstanding principal balance of the Loan (to the extent necessary) and LESSEE are unable to agree on the Credit Limit shall be permanently reduced such that said fair market effective rent Loan to-Value Percentage may be met. The valuation date of such appraisal shall be within thirty (30) days of the date Extension Date; and.
(vi) Except as modified by the option to extend described herein, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by the Administrative Agent and the Lenders shall remain unmodified and in full force and effect.
(d) On the Maturity Date of each Non-Extending Lender, the Borrower shall repay for the account of the Extension NoticeNon Extending Lenders aggregate Advances, said fair market effective rent accrued but unpaid interest thereon, and any related Fixed Rate Priced Adjustment to the extent necessary to reduce the amount of outstanding Advances to an amount which, when added to the then applicable Interest Holdback, equals the aggregate remaining Commitments of the Extending Lenders, which aggregate remaining Commitments shall be conclusively determined by three (3) appraisers. Within fifteen (15) days deemed thereafter to be the Credit Limit and the amount of the expiration of such thirty (30) day periodLoan. Administrative Agent shall prepare a replacement Schedule 1.1, LESSOR showing the modified Commitments and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days Pro Rata Shares of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of AppraisersExtending Lenders. Each party shall bear the cost The Commitments of the appraiser selected by such party, and the cost of the third appraiser shall Non Extending Lenders will thereafter be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEdeemed cancelled.
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE Provided Tenant is not in default Default of its covenants and obligations under any term or condition of the Lease beyond applicable notice and cure periods, both as of the time of exercise New Termination Date, Tenant shall have the option to renew the term of the Option Lease as to Extendthe entire Premises (as herein expanded) for one (1) additional five (5) year term (“Renewal Term”), as hereinafter definedon the same terms and conditions of the Lease, and at except that the Base Rent shall be adjusted to an amount equal to the then prevailing market rental rate for comparable leases for similar projects in Oakland’s Lake ▇▇▇▇▇▇▇ sub-market (but not less than the Base Rent in effect immediately prior to the commencement of the Extension Period, as hereinafter defined, then LESSEE Renewal Term). Such option shall have the right to extend the term hereof be exercised (the “Option to Extend”if at all) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by Tenant giving irrevocable written notice to LESSOR Landlord at least fifteen (the “Extension Notice”) on or before the date which no less than twelve (1215) months prior to the expiration of the Extended Term. The option shall be personal to the currently named Tenant. The prevailing market rental rate shall be determined in the following manner: Prevailing market rental rate shall be determined taking into account all relevant factors, including (to the extent relevant) number of months of free rent, if any (which shall be part of the determination of the rental rate), tenant improvement obligations, moving allowances, and leasing commissions and costs. The term “comparable leases” shall not include leases entered into under special circumstances affecting the economics of the tenancies, including following the exercise of options to lease space at other than then current Term. Such Extension Period shall be upon prevailing market rate, the same terms and lease of awkward or unusually shaped space or space without windows or other usual amenities, leases entered into under conditions where the landlord was forced to lease the space by external legal, economic, or other pressures not generally applicable to the market, or the sublease of this Lease, except that space by a sublandlord not primarily in the Base Rent payable shall be set at business of leasing space similar to the then fair market effective rent for the Leased Premises. In no event, however, shall Prior to the Base Rent be less than the then-current Base Rent at date which is twelve (12) months before the expiration of the current Extended Term. For the purpose , and assuming that Tenant has properly exercised its option to renew, Landlord shall give Tenant notice of this Section, fair Landlord's proposed prevailing market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent rental value for the Leased Premises Premises. Tenant shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent give Landlord written notice within thirty (30) days thereafter as to whether or not Tenant agrees with Landlord's proposed prevailing market rental value. If Tenant disagrees with Landlord's proposed prevailing market rental value, the parties shall negotiate in good faith to resolve their differences for a period of thirty (30) days. Upon the date expiration of such thirty day period, if the Extension Notice, said parties are not in agreement as to such fair market effective rent shall be conclusively determined rental value, then either party may initiate appraisal to determine the fair market rental value by three giving written notice to the other party, such notice containing the name of an independent real estate broker or a person with an MAI designation with at least ten (310) appraisersyears of experience in leasing commercial office space in the Oakland Lake ▇▇▇▇▇▇▇ submarket area (a “Qualified Appraiser”) appointed by such initiating party. Within fifteen (15) days of thereafter, the expiration of party receiving such thirty (30) notice shall appoint its own Qualified Appraiser and give written notice thereof to the initiating party. If the second Qualified Appraiser is not appointed within such fifteen day period, LESSOR then the Qualified Appraiser selected by the initiating party shall determine the fair market rental value of the Premises, and LESSEE such appraisal shall each be binding upon the parties. If the second Qualified Appraiser is timely appointed, then the two Qualified Appraisers shall confer and attempt to agree on the prevailing market rental value. If the two Qualified Appraisers are unable to agree, but the higher appraisal is no more than five percent (5%) higher than the lower appraisal, then the prevailing market rental value shall be the average of the two appraisals. If the higher appraisal is more than five percent (5%) greater than the lower appraisal, the two Qualified Appraisers shall together, within ten (10) business days, select an appraiser, a third Qualified Appraiser who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days one of the date on which such appraisers have been appointedQualified Appraisers determined prevailing market rental value, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser and that determination shall be appointed by the American Institute prevailing market rental value. All appraisers shall be members of Appraisersthe MAI and shall have at least ten (10) years' experience appraising similar property in the Oakland Lake ▇▇▇▇▇▇▇ sub-market area. Each party shall bear the cost of the appraiser selected appointed by such party, and the parties shall share equally in the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, if appointed. If the fair market effective rent two appraisers initially appointed are unable to agree on a third appraiser, then either party shall be that determined by have the appraiser not selected by either LESSOR or LESSEEright to apply to the presiding judge of the Superior Court having jurisdiction over the Premises for the appointment of a third appraiser.
Appears in 1 contract
Sources: Lease (Pandora Media, Inc.)
Option to Extend. On Borrower shall have the option to extend the term of the Loan from the Maturity Date (for purposes of this Section, “Original Maturity Date”), to the Extended Maturity Date, upon satisfaction of each of the following conditions precedent:
(which conditions LESSOR may waive, at its election, by a) Borrower shall provide Lender with written notice of Borrower’s request to LESSEE at any timeexercise the Option to Extend not more than ninety (90) that LESSEE is days but not in default of its covenants and obligations under less than thirty (30) days prior to the Lease beyond applicable notice and cure periods, both as Original Maturity Date;
(b) As of the time date of Borrower’s delivery of notice of request to exercise of the Option to Extend, and as hereinafter definedof the Original Maturity Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing;
(c) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender;
(d) There shall have occurred no material adverse change, as determined by Lender in its sole discretion, in the commencement financial condition of Borrower, any Guarantor, any Indemnitor or any Non-Borrower Trustor from that which existed as of the Extension Periodlater of: (A) the Effective Date; or (B) the date upon which the financial condition of such party was first represented to Lender;
(e) On the Original Maturity Date, Borrower shall pay to Lender an extension fee in the amount of one-half of one percent (0.5%) of the total commitment amount of the Loan (whether disbursed or undisbursed), as hereinafter defined, then LESSEE shall have determined on the right to extend the term hereof (the “Original Maturity Date. Except as modified by this Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, Agreement and the cost of the third appraiser other Loan Documents as modified and approved by Lender shall be shared equally by LESSOR remain unmodified and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEin full force and effect.
Appears in 1 contract
Sources: Loan Agreement (Regan Holding Corp)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE So long as this Lease is in full force and effect and Lessee is not and has not at any time) that LESSEE is not time been in default of its covenants and obligations under the Lease beyond any applicable notice and cure periodsperiod, both as Lessee may extend the Term of this Lease for the time of exercise period of the Option Term by giving notice to Extend, Lessor on or before the Option Notice Date. The terms and conditions applicable to such option term shall be the same as hereinafter defined, and at set forth in this Lease except that the commencement of the Extension Period, as hereinafter defined, then LESSEE Lessee shall have the no further right to extend the term hereof (Term of this Lease and the “Annual Base Rent payable by Lessee with respect to the Option to Extend”) for one additional term of five yearsTerm shall be the Option Annual Base Rent, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no but not less than twelve (12) months the Annual Base Rent immediately prior to the expiration start of the then current Option Term. Such Extension Period The fair market rental value of the Demised Premises may be mutually agreed to by Lessor and Lessee and, if they have not so agreed in writing in any case within one (l) month following the exercise of such option, the same shall be upon determined by appraisers, one to be chosen by Lessor, one to be chosen by Lessee, and a third to be selected by the same two first chosen. In determining the fair market value of the Demised Premises, the parties shall take into account, not only the prevailing market terms (such as rent rates, amount of allowances, free rent periods and conditions of this Leaseother similar factors), except but also that Lessee has built out the then existing leasehold improvements and fixtures at Lessee's expense. As a result, the parties agree that the Base Rent payable fair market rental value of the Demised Premises will be consistent with that of Class A office space (on the assumption that the Lessor had built out the Demised Premises for such use at Lessor's expense) or any other higher use at that time in comparable buildings in the area, but not with that of a built-out research and development laboratory. All appraisers chosen or selected hereunder shall be set at independent of the then fair market effective rent for the Leased Premises. In no event, howeverparties, shall have received the Base Rent be less than M.A.I. (Member, Appraisal Institute) designation from the then-current Base Rent American Institute of Real Estate Appraisers and shall have had at the expiration least five (5) years of experience in appraising commercial real estate. The unanimous written decision of the current Term. For two first chosen, without selection and participation of a third appraiser, or otherwise the purpose written decision of this Sectiona majority of three appraisers chosen and selected as aforesaid, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed conclusive and binding upon by LESSOR Lessor and LESSEE; provided, however, if LESSOR Lessee. Lessor and LESSEE are unable to agree on said fair market effective rent Lessee shall each notify the other of its appraiser within thirty (30) days following expiration of the date of the Extension Noticeaforesaid one (l) month period and, unless such two appraisers shall have reached a unanimous decision within seventy-five (75) days from said fair market effective rent expiration, they shall be conclusively determined by three (3) appraisers. Within within a further fifteen (15) days elect a third appraiser and notify Lessor and Lessee thereof. The third appraiser shall deliver to the Lessor and Lessee the written decision of the expiration majority of them within 30 days of the selection of the third appraiser. Lessor and Lessee shall each bear the expense of the appraiser chosen by it and shall equally bear the expense of the third appraiser (if any). If, as contemplated by this Section, Annual Base Rent with respect to any Option Term shall not have been determined before the commencement date of such thirty (30) day periodOption Term, LESSOR then such Option Term may commence and LESSEE from and after such commencement date, until the amount of such Option Annual Base Rent is so determined either by agreement of the parties or by appraisal, Lessee shall each select an appraisermake payments towards such Option Annual Base Rent at the rates applicable for Annual Base Rent immediately prior to the commencement date of such Option Term, who shall select a third. Should the two appraisers fail subject to agree on a third retroactive adjustment in conformity with and payment of any additional amount within fifteen (15) days of the date on which determination of Option Annual Base Rent for such appraisers have been appointed, or if either LESSOR or LESSEE option term pursuant to this Section. In no event shall fail the provisions of this Section be deemed to appoint authorize an appraiser within Annual Base Rent less than the time provided, such appraiser shall be appointed by Annual Base Rent immediately prior to the American Institute start of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEany Option Term. If the three appraisers are unable Lessee exercises its option to agree upon such fair market effective rent within fifteen (15) days extend this Lease, the phrase Annual Base Rent as used in this Lease shall mean the Option Annual Base Rent during the Option Term and the word Term as used in this Lease shall mean the combined terms of the appointment of Term and the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEOption Term.
Appears in 1 contract
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE Tenant shall have the right and option, which said option and right shall not be severed from this Lease or separately assigned, mortgaged or transferred, to extend the term hereof (the “Option to Extend”) Initial Term for one (1) additional term consecutive period of five years, ending on March 31, 2019 three (3) years (hereinafter referred to as the “Extension Period’”), to commence immediately upon the expiration provided that (a) Tenant shall give Landlord notice of the then current term. LESSEE may Tenant’s exercise of such Option to Extend by giving written notice to LESSOR option at least nine (the “Extension Notice”9) on or before the date which no less than twelve (12) full calendar months prior to the expiration of the then current Term. Such Initial Term but no sooner than twelve (12) full calendar months prior to the expiration of the Initial Term and (b) no Default of Tenant shall exist at the time of giving the applicable notice or the commencement of the Extension Period and (c) the Premises has not been vacated, abandoned or surrendered (other than any vacancy or abandonment by Tenant in connection with a casualty, condemnation or interruption of services to the Premises) both at the time of giving the applicable notice and at the time of commencement of such Extension Period. Except for the amount of Basic Rent and Base Year adjustments for calculating Escalation Charges (which is to be determined as hereinafter provided), all the terms, covenants, conditions, provisions and agreements in the Lease contained shall be applicable to the additional period through which the Term of this Lease shall be extended as aforesaid, except that there shall be no further options to extend the Term nor shall Landlord be obligated to make or pay for any improvements to the Premises nor pay any inducement payments of any kind or nature. If Tenant shall give notice of its exercise of such option to extend in the manner and within the time period provided aforesaid, the Term of this Lease shall be extended upon the same terms giving of each such notice without the requirement of any further attention on the part of either Landlord or Tenant except as may be required in order to determine Basic Rent and conditions Base Year adjustments for calculating Escalation Charges as hereafter set forth. Landlord hereby reserves the right, exercisable by Landlord in its sole discretion, to waive (in writing) any condition precedent set forth in clauses (a), (b) or (c) above. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration time being of the current Termessence of the foregoing provisions. For the purpose Any termination of this Section, fair market effective rent Lease Agreement shall mean terminate the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEErights hereby granted Tenant.
Appears in 1 contract
Sources: Lease Agreement (Bladelogic Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not In consideration for Tenant never having been in default of its covenants and obligations under the Lease beyond applicable notice and cure periodsthis Lease, both as of the time of exercise of the Option Landlord hereby grants to Extend, as hereinafter defined, and at the commencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right tenant one (1) three (3) year option to extend the term hereof of this Lease on the following terms and conditions:
(the “Option to Extend”i) for one additional term Tenant must give Landlord notice in writing of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration its exercise of the then current term. LESSEE may exercise such Option option to Extend by giving written notice to LESSOR extend the Lease Term no earlier than nine (the “Extension Notice”9) on or months nor later than six (6) months before the date which no less than twelve of the Lease Terms would end but for said exercise. Time is of the essence.
(12ii) months prior Tenant may not extend the Lease Term pursuant to the expiration options granted by this Paragraph 46 if Tenant has been in default in the performance of any of the then current Term. Such Extension Period shall be upon the same terms and conditions of this lease at any time prior to the date of Tenant's notice of exercise of these options, or if Tenant shall have assigned or otherwise transferred its interest in this Lease and/or the Premises whether or not Landlord's consent to such assignment or transfer has been given. If Tenant is in default under this Lease on the date that the extended term is to commence, then Landlord may elect to terminate this Lease, notwithstanding any notice given by Tenant of an exercise of its options to extend.
(iii) All terms and conditions of this Lease apply during the extended term, except for this Paragraph 46 and except that the Base Rent payable for the extended term, shall be set determined in accordance with Paragraph (v) below.
(iv) Once Tenant delivers notice of its exercise of an option to extend the Lease Term, Tenant may not withdraw such exercise and, subject to the provisions of this Paragraph such notice shall operate to extend the Lease Term. Upon an extension of the Lease Term pursuant to this Paragraph, the term "Lease Term" as used in this Lease shall thereafter include the extended term and the Lease Termination date shall be the expiration date of the extended term.
(v) If Tenant elects to extend the Lease Term pursuant to this Paragraph 46, the annual rate for each extended term shall be an amount equal to the fair market rental value of the Premises is relating to the market conditions at the then fair time of the extension (including, but not limited to, rental rates for comparable space with comparable tenant improvements and taking into consideration any adjustments to rent based upon direct costs (operating expenses) and taxes, load factors, financing charges, and/or costs of living or other rental adjustments; the relative strength of the tenants; the size of the space; and any other factors which affect market effective rental values at the time of extension); and provided further, that the rent for each extended term shall in no event be lower then the Leased PremisesRent for the month immediately preceding the extended term. In no event, however, shall The Rent for the Base Rent be less than the then-current Base Rent at the expiration first Lease Year of the current extended term shall be determined as follows: ADDENDUM TO THAT CERTAIN LEASE AGREEMENT DATED 9,1997 BY AND BETWEEN VOICE PLUS, INC., A CALIFORNIA CORPORATION, AS TENANT, AND EL DORADO HOLDING COMPANY, INC., A CALIFORNIA LIMITED PARTNERSHIP, AS LANDLORD, FOR CERTAIN PREMISES LOCATED AT 3942▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
(vi) After timely receipt by Landlord of Tenant's notice of exercise of an option to extend the Lease Term. For , Landlord and Tenant shall have a period of thirty (30) days in which to agree on the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises extended term. If Landlord and Tenant agree on said Rent during that period, they shall be agreed upon by LESSOR immediately execute an Amendment to this lease stating the Rent of the extended term. If Landlord and LESSEE; provided, however, if LESSOR and LESSEE Tenant are unable to agree on said fair market effective rent within thirty the Rent for the extended term as aforesaid, the provisions of Paragraph 46 (30vii) below shall apply.
(vii) Within five (5) days of the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of after the expiration of such the thirty (30) day periodperiod described in Paragraph 46 (vi) above, LESSOR each party, at its costs and LESSEE by giving notice to the other party, shall each select appoint an M.A.I. real estate appraiser, who with at least five (5) years' full time commercial appraisal experience in the area in which the premises are located, to appraise and shall select a third. Should set the two appraisers fail to agree on a third within fifteen (15) days fair market rental value of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to premises. If a party does not appoint an appraiser within five (5) days after the time providedother party has, given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the fair market rental value. The cost of such sole appraiser shall be borne equally by the parties. If two appraisers are appointed by the American Institute of Appraisers. Each party parties as provided in this Paragraph, the two appraisers shall bear meet promptly and attempt to set the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEfair market rental value. If the three appraisers they are unable to agree upon such within twenty (20) days after the appraiser has been appointed, then the two appraisers shall attempt to select a third appraiser meeting the qualifications stated in this Paragraph within ten (10) days after the last day the two appraisers are given to set the fair market effective rent within fifteen rental value. If they are unable to agree on the third appraiser, either of the parties to this Lease, by giving ten (1510) days' notice to the other party, may apply to the presiding judge of the Superior Court of Santa Clar▇ ▇▇▇nty for a selection of a third appraiser who meets the qualifications stated above. Each of the parties shall bear one half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. Within twenty (20) days of after the appointment selection of the third appraiser, the majority of the appraisers shall set the fair market effective rent rental value. If the majority of the appraisers are unable to set the fair market rental value within said twenty (20) day period, the three appraisals shall be added together and the total divided by three; the resulting quotient shall be the fair market value and shall be deemed incorporated herein; provided, however, that determined by if any appraisal differs from the appraiser median appraisal shall be disregarded, and the average of the remaining appraisals (or the remaining appraisal) shall be the fair market rental value. In establishing the fair market value, the appraisal or appraisers shall consider the reasonable market rental value for the highest and best use of the Premises (including, but not selected by either LESSOR limited to, rental rates for comparable space with comparable tenant improvements and any adjustments to rent based upon direct costs [operating expenses] and taxes, load factors, financing charges, and/or cost of living or LESSEE.other rental adjustments; the relative strength of the Tenants; and of size of the space); without regard to the existence of this Lease but taking into consideration the future adjustments to Rent pursuant to Paragraph 1.8
Appears in 1 contract
Sources: Lease (Nhancement Technologies Inc)
Option to Extend. On Borrower shall have the option to extend ("Option to Extend") the term of the Loan from the Original Maturity Date to the Extended Maturity Date, upon satisfaction of each and every one of the following conditions precedent:
(which conditions LESSOR may waive, at its election, by a) Borrower shall provide Lender with written notice of Borrower's request to LESSEE at any time) that LESSEE is not in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, in the form attached hereto as hereinafter definedExhibit C, and at not less than thirty (30) days nor more than ninety (90) days prior to the commencement Original Maturity Date.
(b) As of the Extension Period, as hereinafter defined, then LESSEE shall have date of Borrower's delivery of notice of request to exercise the right to extend the term hereof (the “Option to Extend”, and as of the Original Maturity Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing.
(c) for one additional term Borrower shall execute or cause the execution of five yearsall documents reasonably required by Lender to exercise the Option to Extend.
(d) At Borrower's sole cost and expense, ending on March 31the issuance by First American Title Insurance Company, 2019 (and Lender's receipt, of any endorsements to the “Extension Period’)Title Policy deemed necessary by Lender, to commence immediately insuring the priority and validity of the Security Instrument as modified by this Agreement as a first and valid lien upon the expiration Property subject only to such exceptions as have been approved by Lender in writing (Lender being deemed to have approved all exceptions contained in the Title Policy).
(e) On the Original Maturity Date, Borrower shall pay to Lender an extension fee in the amount of 0.10% of the then current term. LESSEE may exercise such Option unpaid principal balance of the Loan, as determined on the Original Maturity Date.
(f) If requested by Lender, Borrower has delivered to Extend by giving Lender a written notice to LESSOR ("as is" appraisal prepared in conformance with the “Extension Notice”) on or before requirements of the date which no less than twelve (12) months prior Comptroller of the Currency confirming to the expiration satisfaction of Lender that the total commitment amount of the then current Term. Such Extension Period shall be upon Loan (whether disbursed or undisbursed) as a percentage of the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration value of the current Term. For Property (after adjustment for senior liens and regular and special tax assessments) as of the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEEOriginal Maturity Date does not exceed sixty percent (60%) ("Loan-to-Value Percentage"); provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of in the date of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon event such fair market effective rent within fifteen value is not adequate to meet the required Loan-to-Value Percentage, then Borrower may pay down the outstanding principal balance of the Loan such that said Loan-to-Value Percentage may be met. The valuation date of such appraisal shall be no more than sixty (1560) days of before the appointment of the third appraiser, the fair market effective rent shall Original Maturity Date. Any principal balance reduction may not be that determined by the appraiser not selected by either LESSOR or LESSEE.re-borrowed. HOU:0050320/00225:1822429v5 LOAN NO. 1015580
Appears in 1 contract
Option to Extend. On (a) Landlord hereby grants Tenant a single option to extend the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default Term of its covenants and obligations under the Lease beyond applicable notice for an additional period of five (5) years (such period may be referred to as the “Option Term”), as to the entire Premises as it then exists, upon and cure periodssubject to the terms and conditions of this Section (the “Option To Extend”), both as of and provided that at the time of exercise of such option (and each Option, if more than one Option is granted): (i) Tenant or a Permitted Transferee which has satisfied the Option to Extendrequirements of Sections 10.01 and 10.05 of the Lease must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of the entire Premises; and (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as hereinafter definedcertified by Tenant’s independent certified public accountants, and at as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder. Without limiting the commencement generality of the Extension Periodforegoing, as hereinafter defined, then LESSEE shall have the right to extend the term hereof Landlord may reasonably conclude there has been a material adverse change if Tenant’s independent certified public accountants do not certify there has been no such change.
(b) Tenant’s election (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Election Notice”) on or before to exercise the date which no less than Option To Extend must be given to Landlord in writing during the period starting twelve (12) months prior before and ending nine (9) months before the scheduled Expiration Date of the initial Term. If Tenant either fails or elects not to exercise the Option to Extend by not timely giving its Election Notice, then the Option to Extend shall be null and void, including, if more than one Option, is granted, the then applicable Option to Extend and all further Options to Extend.
(c) The Option Term (and each Option Term, if more than one Option is granted) shall commence immediately after the expiration of the then current Termpreceding Term of the Lease. Such Extension Period Tenant’s leasing of the Premises during the Option Term shall be upon and subject to the same terms and conditions contained in the Lease except that (i) Tenant shall pay the “Option Term Rent”, defined and determined in the manner set forth in the immediately following Subsection; (ii) the Security shall be increased to an amount that is the same percentage or proportion of this LeaseOption Term Rent as the prior amount of Security was in relation to Rent for the Term prior to the Option Term, but in no event shall the Security be decreased; and (iii) Tenant shall accept the Premises in its “as is” condition without any obligation of Landlord to repaint, remodel, repair, improve or alter the Premises or to provide Tenant any allowance therefor, except that to the Base Rent payable shall be set at extent tenants leasing space in Comparable Transactions receive an allowance pursuant to the then fair market effective rent for the Leased Premises. In no eventdefinition of Fair Market Rental Rate defined in Exhibit F hereto, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable Landlord by notice given to agree on said fair market effective rent Tenant within thirty (30) days after final determination of the date Fair Market Rental Rate, may elect to provide, in lieu of such allowance for alterations to the Premises, a rent credit equal to the amount of the Extension Noticeallowance that would have otherwise been given, said fair market effective credited toward the rents applicable only to the Premises and due starting after such rent obligation commences. If Tenant timely and properly exercises the Option To Extend, references in the Lease to the Term shall be conclusively determined deemed to mean the preceding Term as extended by three the Option Term unless the context clearly requires otherwise.
(3d) appraisersThe Option Term Rent shall mean the sum of the Monthly Base Rent at the Fair Market Rental Rate (as defined in Exhibit F) plus Rent Adjustments and/or certain Operating Expenses (if applicable, based upon a step-up to change the base year or base amount for calculation of Operating Expenses in connection with determination of the Fair Market Rental Rate) plus other charges pursuant to the Lease payable to Landlord. The determination of Fair Market Rental Rate and Option Term Rent shall be made by Landlord, in the good faith exercise of Landlord’s business judgment. Within fifteen forty-five (1545) days after Tenant’s exercise of the expiration Option To Extend, Landlord shall notify Tenant of such thirty (30) day periodLandlord’s determination of the Fair Market Rental Rate and Option Term Rent for the Premises. Tenant may, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of after receipt thereof, deliver to Landlord a written notice either: (i) accepting Landlord’s determination, in which case the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser extension shall be appointed by effective and binding (subject to Subsection (f) below) at the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such partyaccepted rate; or (ii) setting forth Tenant’s good faith estimate, in which case Landlord and the cost of the third appraiser shall be shared equally by LESSOR Tenant will promptly confer and LESSEE. If the three appraisers are unable attempt to agree upon the Fair Market Rental Rate and Option Term Rent. Tenant’s failure to timely deliver such fair market effective rent notice within such fifteen (15) days day period shall be deemed its cancellation of the appointment Option. In the event Tenant has delivered notice setting forth Tenant’s different estimate, but no agreement in writing between Tenant and Landlord on Fair Market Rental Rate and Option Term Rent is reached within thirty (30) days after Landlord’s receipt of Tenant’s estimate, the Fair Market Rental Rate shall be determined in accordance with the terms of Exhibit F. Notwithstanding any of the third appraiserforegoing to the contrary, at no time during the Option Term shall the Option Term Rent be less than the “Preceding Rent” (defined below). The Preceding Rent shall mean the sum of the Monthly Base Rent payable by Tenant under this Lease calculated at the rate applicable for the last full month of the Term preceding the Option Term plus the Rent Adjustments payable by Tenant under the Lease (if applicable, using the base year for calculation of Base Operating Expenses applicable for the last full month of the Term preceding the Option Term), plus other charges pursuant to the Lease payable to Landlord. To the extent that Tenant pays directly the utility or service provider for utilities or services which Tenant is to obtain directly pursuant to the Lease, Tenant shall continue to pay such amounts, but such amounts shall not be counted as part of the Preceding Rent or the Fair Market Rental Rate as used herein. Further, in the event that Landlord notifies Tenant that the Option Term Rent shall equal the Preceding Rent, such determination shall be conclusive and binding to set the Preceding Rent as the Option Term Rent for the Option Term, Tenant shall not be entitled to dispute or contest such determination, and the extension shall be effective and binding (subject to Subsection (f) below).
(e) Promptly after final determination of the Fair Market Rental Rate, Landlord shall prepare a memorandum confirming the specific dates, amounts and terms of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend, in the form of an amendment to the Lease, and Tenant shall execute such amendment within five (5) business days after Landlord and Tenant agree to the form of the proposed amendment and Landlord shall execute it promptly after Tenant. Notwithstanding any of the foregoing to the contrary, the fair market effective rent failure of Landlord to prepare such amendment or of either party to execute an amendment shall not affect the validity and effectiveness of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend.
(f) Upon the occurrence of any of the following events, Landlord shall have the option, exercisable at any time prior to commencement of the Option Term, to terminate all of the provisions of this Section with respect to the Option to Extend, whereupon any prior or subsequent exercise of this Option to Extend shall be of no force or effect:
(i) Tenant’s failure to timely exercise or timely to perform the Option to Extend in strict accordance with the provisions of this Section.
(ii) The existence at the time Tenant exercises the Option to Extend or at the commencement of the Option Term of a Default on the part of Tenant under the Lease or of any state of facts which with the passage of time or the giving of notice, or both, would constitute such a Default.
(iii) Tenant’s third Default under the Lease prior to the commencement of the Option Term, notwithstanding that determined by all such Defaults may subsequently be cured.
(g) Without limiting the appraiser generality of any provision of the Lease, time shall be of the essence with respect to all of the provisions of this Section.
(h) This Option to Extend is personal to Genomic, and may not selected by either LESSOR be used by, and shall not be transferable or LESSEEassignable (voluntarily or involuntarily) to any person or entity other than a Permitted Transferee which is an assignee of the Lease and which has satisfied the requirements of Sections 10.01 and 10.05 of this Lease, and such Permitted Transferee may exercise the right without Tenant joining in or consenting to such exercise, and notwithstanding anything to the contrary, Tenant shall remain liable for all obligations under the Lease, including those resulting from any such exercise with the same force and effect as if Tenant had joined in such exercise.
Appears in 1 contract
Sources: Lease Agreement (Genomic Health Inc)
Option to Extend. On the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is Provided Tenant shall not be in default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of hereunder either at the time of the exercise of the Option to Extend, as hereinafter defined, and at option or on the commencement date of the Extension Periodterm of the option, as hereinafter defined, then LESSEE Tenant shall have the right two (2) successive options of five (5) years each to extend the term hereof (of this Lease beyond the “Option Initial Term upon the same terms and conditions as those herein specified, as applicable to Extend”) for the Initial Term of Lease, with the exception of the minimum monthly rental which shall be as provided in Section 5 .2 herein below. In the event Tenant exercises one additional or both of the foregoing options, if Landlord's leasehold interest in the Shopping Center expires prior to the expiration date of such option or options, this Lease shall terminate as of the expiration date of Landlord's leasehold interest in the Shopping Center, unless this Lease is extended between agreement between Tenant and the owner of the Shopping Center. Tenant acknowledges and agrees that landlord shall have no obligation to exercise any option which extends the term of five yearsthis lease beyond the date on which Landlord's leasehold interest would otherwise terminate. If Tenant elects to exercise the first of said options, ending on March 31, 2019 Tenant shall do so by giving Landlord written notice of such election at least six (the “Extension Period’), 6) months but not more than twelve-- (12)months prior to commence immediately upon the expiration of the then current term. LESSEE may Initial Term, and, it 'the Tenant elects to exercise such Option to Extend the additional option, Tenant shall do so by giving Landlord written notice to LESSOR of such election at least six (the “Extension Notice”6) on or before the date which no less months but not more than twelve (12) months prior to before the expiration beginning of the then current Termadditional period for which the term hereof is to be extended by the exercise of said option. Such Extension Period shall be upon Notwithstanding the same terms foregoing, if Tenant fails to exercise the second option granted hereunder within the above-prescribed time period and conditions Landlord, on or before the termination of this Lease, except that elects to extend the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration term of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms its leasehold interest in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, Shopping Center (which term would have otherwise expired during the Extension Period, continue option term which Tenant elected not to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises exercise) Tenant shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty have ten (3010) days after receipt of written notice of Landlord's extension election in which to elect to exercise the date of the Extension Notice, said fair market effective rent shall be conclusively determined otherwise expired option by three (3) appraisers. Within fifteen (15) days of the expiration giving Landlord written notice of such thirty election within said ten (3010) day period. If Tenant exercises either option hereunder, LESSOR and LESSEE the term of this Lease shall each select an appraiser, who shall select a third. Should be automatically extended for the two appraisers fail to agree on a third within fifteen (15) days additional period of years covered by the date on which such appraisers have been appointedoption so exercised, or if either LESSOR such portion thereof as Tenant's leasehold interest in the Shopping Center is in effect, without execution of an extension or LESSEE renewal lease. As used in this Lease, the phrases "term of this Lease", "the term hereof", "Lease Term" or words of like import shall fail refer to appoint the Interim Term of this Lease and to the Initial Term of this Lease, as the case may be, together with, in any such case, any extended term with respect to which an appraiser within the time provided, such appraiser option shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEEexercised.
Appears in 1 contract
Option to Extend. On (a) Landlord hereby grants Tenant an option to extend the conditions (which conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) that LESSEE is not in default term of its covenants and obligations under the Lease beyond applicable for one additional period of five (5) years, commencing immediately after the expiration of the initial term, upon the same material terms and conditions contained herein, except that (i) the Monthly Base Rent for the Premises shall be equal to 95% of the fair market rent for the Premises determined in the manner set forth in subparagraph (b) below and (ii) Tenant shall accept the Premises in an "as is" condition without any obligation of Landlord to remodel, repair, improve or alter the Premises. Tenant's election to exercise the option granted herein must be given to Landlord in writing no less than nine (9) months prior to expiration of the initial term. If Tenant properly exercises the option granted herein, references in the Lease to the term shall be deemed to mean the option term unless the context clearly provides otherwise. Notwithstanding anything to the contrary contained, herein, all option rights of Tenant pursuant to this Section shall automatically terminate without notice and cure periodsshall be of no further force and effect, both as of whether or not Tenant has timely exercised the option granted herein, if a Default exists at the time of exercise of the Option option (which is not cured within 30 days after such notice of exercise is given by Tenant) or at the time of commencement of the option term.
(b) If Tenant properly exercises its option to Extendextend the term of the Lease, the Monthly Base Rent during the option term shall be determined in the following manner. The Monthly Base Rent shall be increased to an amount equal to 95% of the fair market rent for the Premises as hereinafter defined, and at of the commencement of the Extension Periodoption term for a term equal to the option term, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (the “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration of the then current term. LESSEE may exercise such Option to Extend specified by giving written Landlord by notice to LESSOR (the “Extension Notice”) on or before the date which no Tenant not less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days prior to commencement of the date option term, subject to Tenant's right of arbitration as set forth below. The determination of the Extension Notice, said fair market effective rent shall be conclusively determined by three (3) appraiserstake into account the then current market rentals for similar office and lab space in the Emeryville area including any free rent concessions. Within fifteen (15) days If Tenant believes that 95% of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days fair market rent specified by Landlord exceeds 95% of the date on which such appraisers have been appointedfair market rent for the Premises as of commencement of the option term, or if either LESSOR or LESSEE then Tenant shall fail so notify Landlord within five (5) business days following receipt of Landlord's notice. If Tenant fails to appoint an appraiser so notify Landlord within said five (5) business days, Landlord's determination of 95% of the time provided, such appraiser fair market rent for the Premises shall be appointed by final and binding upon the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEEparties. If the three appraisers parties are unable to agree upon such fair market effective rent within fifteen (15) days 95% of the appointment of the third appraiser, the fair market effective rent for the Premises within ten (10) days after Landlord's receipt of notice of Tenant's objection, the amount of Monthly Base Rent as of commencement of the option term shall be that determined as follows:
(1) Within 20 days after receipt of Landlord's notice specifying fair market rent, Tenant, at its sole expense, shall obtain and deliver in writing to Landlord a determination of 95% of the fair market rent for the Premises for a term equal to the option term from a broker ("Tenant's broker") licensed in the State of California and engaged in the office brokerage business in the area of Oakland, Emeryville and Berkeley, California, for at least the immediately preceding five (5) years. If Landlord accepts such determination, the Monthly Base Rent for the option term shall be increased to an amount equal to of the amount determined by Tenant's broker.
(2) If Landlord does not accept such determination, within 15 days after receipt of the appraiser not selected by either LESSOR or LESSEEdetermination of Tenant's broker, Landlord shall designate a broker ("Landlord's broker") licensed in the State of California and engaged in the office brokerage business in the area of Oakland, Emeryville and Berkeley, California, for at least the immediately preceding five (5) years.
Appears in 1 contract
Sources: Lease (Biotime Inc)
Option to Extend. On In the conditions event that Sublandlord has no intention or plans to use the Subleased Premises for itself or its affiliated companies, or either of their successors or assigns, Subtenant has one (which conditions LESSOR may waive, 1) option to extend the Term of this Sublease for a period of one (1) year (“Extension Term”) beginning upon expiration of the Term provided that (a) no default beyond any applicable grace and cure periods in the obligations of the Subtenant to pay Annual fixed Rent or Additional Rent under this Sublease shall exist at its election, by written notice to LESSEE at any time) that LESSEE the time such option is not in exercised and no other payment default of its covenants and obligations under the Lease or material default beyond applicable notice and cure periods, both as of grace periods shall exist under this Sublease either at the time or notice of exercise of the Option option or upon the day of commencement of such Extension Term, (b) Subtenant shall give notice to Extend, as hereinafter definedSublandlord of its exercise of the applicable option not less than nine (9) full calendar months prior to expiration of the Term, and (c) at the commencement time such option is exercised and as of the first day of the Extension PeriodTerm, as hereinafter defined, then LESSEE the original Subtenant shall have the right to extend the term hereof (the “Option to Extend”) for one additional term be itself be in occupancy of five years, ending on March 31, 2019 (the “Extension Period’), to commence immediately upon the expiration 100% of the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR Subleased Premises, and (the “Extension Notice”d) on or before the date which no less than twelve (12) months prior to the expiration of the then current Term. Such Extension Period shall be upon the same terms and conditions of this Lease, except that the Base Rent payable shall be set at the then fair market effective rent for the Leased Premises. In no event, however, shall the Base Rent be less than the then-current Base Rent at the expiration of the current Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if LESSOR and LESSEE are unable to agree on said fair market effective rent Sublandlord has not within thirty (30) days from Subtenant’s notice to exercise this option notified Subtenant that Sublandlord rejects the option because Sublandlord has an intention or plan to use the Subleased Premises for itself or its affiliated companies. All the provisions of this Sublease shall be applicable during the Extension Term except that (a) Subtenant shall have no additional option to extend the Term of this Sublease beyond the Extension Term, (b) the Annual Fixed Rent shall be 100% of Market Rent, and (c) none of the date provisions of the Extension Notice, said fair market effective rent Early Entry or any improvements shall apply nor shall Sublandlord be conclusively determined by three (3) appraisers. Within fifteen (15) days required to pay any inducement payments nor make any alterations of the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to agree on a third within fifteen (15) days of the date on which such appraisers have been appointed, any kind or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the appraiser selected by such party, and the cost of the third appraiser shall be shared equally by LESSOR and LESSEE. If the three appraisers are unable to agree upon such fair market effective rent within fifteen (15) days of the appointment of the third appraiser, the fair market effective rent shall be that determined by the appraiser not selected by either LESSOR or LESSEE.nature
Appears in 1 contract