OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that: a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease; b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature; c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 7 contracts
Sources: Master Asset Purchase Agreement (Strong Global Entertainment, Inc.), Lease Agreement (Strong Global Entertainment, Inc.), Master Asset Purchase Agreement (FG Group Holdings Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the A. Tenant shall have five the right, at its election made in its sole discretion, to extend the Term (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to RenewRenewal Option”) for the Premises and the Expansion Premises additional periods set forth in Section 1.E (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on provided that each of the day immediately following occurs:
1. Landlord receives irrevocable written notice of exercise of the expiry date Renewal Option (the “Renewal Notice”), not less than twelve (12) full months prior to the expiration of the then current existing Term (or Renewal Term, as case may be); and
2. Each There is no uncured Event of Default beyond any applicable notice and cure period at the time that Tenant delivers the Renewal Notice.
B. The Renewal Term shall be on upon the same terms and conditions as are contained in this Lease except (i) Base Rent for the Lease existing on first year of the date applicable Renewal Term shall be equal to one hundred one percent (101%) of the Base Rent for the year immediately preceding the first year of the applicable Renewal Term and Base Rent shall increase by one percent (1%) annually during each Fixed Renewal Term and (ii) Base Rent for the first year of each of the FMV Renewal Terms shall be the Market Rate as determined in accordance with this Section 37.B, and the Base Rent shall increase by one percent (1%) annually thereafter following establishment of the Market Rate during each FMV Renewal Term. With respect to any FMV Renewal Term, “Market Rate” for the Premises shall mean the Base Rent rate that the Premises would be expected to be leased for, for a term commencing on the applicable commencement date of the such FMV Renewal Term and with a duration equal to the number of years in questionthe FMV Renewal Term, save in its then-existing condition, in an arms-length transaction between a willing landlord and except that:
awilling tenant in the commercial space market existing in the vicinity of the Premises at the time such rate is established. Such determination shall include consideration of all relevant factors, including: (i) the Tenant shall accept the Premises size, use and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date location of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all the quality of, condition of, and the nature of the improvements in, the Building, including without limitation, the necessity to remove such improvements, additions or modifications but shall exclude the value of improvements installed by Tenant in such Premises that are to be removed by Tenant at the expiration of the Term; (ii) other Comparable Buildings to the Building; (iii) other comparable leasing transactions in comparable locations in the vicinity of the Premises that may be required shall be performed by for new leases (with appropriate adjustments for different size premises and different length terms), and the Tenantrents and concessions, at its cost, in compliance allowances and commissions granted along with the provisions other terms of such transactions; (iv) the financial condition of Tenant; and (v) the terms of this Lease, including (x) Rents payable by Tenant hereunder (in addition to the Base Rent), and (y) the increases in Base Rent provided for herein for the years following such FMV Renewal Term for which the Market Rate is being determined.
C. Within forty-five (45) days after receipt of the Lease;
b) there shall be no fixturing periodRenewal Notice, no allowanceLandlord shall, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of if applicable for the Term or renewal of the Lease beyond the fifth (5th) FMV Renewal Term, and advise Tenant of Landlord’s determination of the Options to Renew shall not apply anew; and
dMarket Rate for such FMV Renewal Term. Tenant, within twenty (20) days after the Base Rent payable date on which Landlord advises Tenant of the applicable Market Rate for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last first year of such FMV Renewal Term, shall either (i) give Landlord final binding written notice (the then current Term increased, on a cumulative basis, on each anniversary date “Binding Notice”) of the commencement date Tenant’s exercise of the Renewal TermOption, commencing on said commencement dateor (ii) if Tenant disagrees with Landlord’s determination, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior with written notice of its exercise thereof rejection (the “Notice of RenewalRejection Notice”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term). If Tenant fails to validly exercise an provide Landlord with either a Binding Notice or Rejection Notice within such twenty (20) day period, Tenant’s Renewal Option to Renew, the Tenant shall be deemed, for all legal purposes, deemed to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become be null and void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into the Lease Renewal Amendment upon completion of the process set forth in these Sections 37.C and 37.D upon the terms and conditions set forth herein (including the Base Rent for such FMV Renewal Term in accordance with such Binding Notice). If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall terminate at reasonably cooperate to agree upon the expiry Market Rate for the first year of such FMV Renewal Term. Upon agreement, Tenant shall provide Landlord with a Binding Notice and Landlord and Tenant shall enter into the Renewal Amendment upon completion of the process set forth in these Sections 37.C and 37.D in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Market Rate within twenty (20) days after the date Tenant provides Landlord with the Rejection Notice, Tenant, by written notice to Landlord (the “Arbitration Notice”) within ten (10) days after the expiration of such twenty (20) day period, shall have the right to have the Market Rate determined in accordance with the arbitration procedures described in Section 37.D below. If Landlord and Tenant are unable to agree upon the Market Rate within the twenty (20) day period described and Tenant fails to timely exercise its right to arbitrate, the Renewal Option shall be deemed to be null and void and of no further force and effect.
D. If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant, within ten (10) days after the date of the then current Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Market Rate for the Premises for the first year of the applicable FMV Renewal Term (collectively referred to as the “Estimates”) and shall each select an appraiser (hereinafter, an “appraiser”) to determine which of the two Estimates most closely reflects the Market Rate for the Premises for the first year of the applicable FMV Renewal Term. Each appraiser so selected shall be a member of the Appraisal Institute and have not less than ten (10) years’ experience in the field of commercial real estate appraisal and/or brokerage and shall be experienced in the vicinity of the Premises subject to such Arbitration Notice. Upon selection, Landlord’s and Tenant’s appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Market Rate. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises for the first year of the applicable FMV Renewal Term. If either Landlord or Tenant fails to appoint an appraiser within the ten (10) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Market Rate within thirty (30) days after their appointment, then, within ten (10) days after the expiration of such thirty (30) day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria, the cost of which shall be borne equally by Landlord and Tenant. Once the third appraiser (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his determination of which of the two Estimates most closely reflects the Market Rate for the Premises for the first year of the applicable FMV Renewal Term, without any rights or recourses whatsoever the arbitrator may determine a Market Rate which is not equal to either Estimate, provided, however, that the arbitrator’s Market Rate may not be higher than the higher of the Estimates nor lower than the lower of the Estimates. The determination by such third appraiser shall be binding on both Landlord and Tenant.
E. If Tenant against is entitled to and properly exercises its Renewal Option, Landlord and Tenant shall execute an amendment (the Landlord related thereto“Renewal Amendment”) to reflect changes in the Base Rent, the Term, the Expiration Date and other appropriate terms; provided that an otherwise valid exercise of the Renewal Option shall be fully effective whether or not the Renewal Amendment is executed. During any validly exercised Renewal Term, references to the Term in this Lease shall mean and refer to the Term as extended by the Renewal Term.
Appears in 3 contracts
Sources: Master Lease Agreement (Cracker Barrel Old Country Store, Inc), Agreement for Purchase and Sale of Real Property (Cracker Barrel Old Country Store, Inc), Master Lease Agreement (Cracker Barrel Old Country Store, Inc)
OPTION TO RENEW. Subject (1) IF:
(a) Tenant is not in default (beyond applicable periods of notice and cure) under this Lease; and
(b) Tenant gives and Landlord receives written notice not less than nine (9) months prior to the provisions expiration of the initial (or then extended) Lease Term of the Lease of Tenant’s intention to extend the Term of the Lease (each an “Extended Term”); and
(c) Spheris Operations Inc. (or an assignee described in Section 5 18c) is the Tenant and is in occupation of and conducting its business in the whole of the Premises in accordance with the terms of this Schedule “A”Lease, provided Tenant expressly acknowledging and agreeing that this Section 30 b is personal to Tenant (and to its assignees under Section 18c),
(2) THEN: the Term of the Lease is in full force and effectshall be extended as to the entire Premises, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMSor at Tenant’s option, INC. itself personally, has not assigned the Lease or the subleased a portion of the Premises, or on a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five full floor basis (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”Data Center in Building A), commencing on with a minimum of 2 full floors, upon the day immediately following the expiry date expiration of the then current initial Lease Term. Each Renewal Term shall be on , or the then-previous Extension Term, if applicable, for the Extended Terms, as indicated in Section 1b, upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
(a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of right to extend the Lease beyond the fifth Term (5th) Renewal Term, and the Options to Renew shall not apply anewother than as indicated in Section 1 b); and
d(b) Landlord may, at its option, require that Tenant enter into an extension agreement, as prepared by Landlord, to give effect to such Extended Term, and
(c) the Base Rent payable for shall be at the Premises rental rate as specified in Section 30b (excluding 6) below at the Expansion Premisestime the renewal notice is due.
(d) For purposes of this Lease, the term “Lease Term” shall be deemed to include, if anyapplicable, for which no Base Rent is payableany Extended Term(s) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent unless specifically provided otherwise herein.
(2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”3) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renewgive and if Landlord does not receive appropriate notice within the time limit set out herein for extending the Lease Term, the Tenant then this Section 30 b, shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, force or effect as to the upcoming Extension Term. If Tenant gives and Landlord receives such appropriate notice within the time limit set out herein for extending the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever it will execute the documentation submitted by Landlord pursuant to Subsection (2)(b) of this Section 30b within ten (10) Business Days of Tenant’s receipt of each document; provided, however, that Landlord agrees not to submit such documentation to Tenant until such time that the Tenant against the Landlord related theretorent is finally determined pursuant to Section 30b(6) below.
Appears in 3 contracts
Sources: Office Lease (Medquist Inc), Office Lease (CBaySystems Holdings LTD), Office Lease (CBaySystems Holdings LTD)
OPTION TO RENEW. Subject (a) Provided the Tenant:
(i) has duly and regularly made all Minimum Rent, additional rent and other sums required to be paid pursuant to this Lease and within the provisions times and in the manner set out in this Lease, including any cure periods;
(ii) has duly and regularly observed and performed each and every one of Section 5 of this Schedule “A”the terms, provided covenants and conditions contained in the Lease is on its part to be observed and performed and within the times and manner set out in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, including any cure periods; and
(iii) either personally or through its affiliated companies is in possession of and conducting its business in the Tenant whole of the Leased Premises in accordance with the terms of the Lease; it, the Tenant, shall have five three (53) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) each for the Premises and the Expansion Premises (if any), for further periods a term of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each being hereinafter called a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on ) upon the same terms and conditions as are contained herein more particularly set forth save for Minimum Rent and save for further renewals (subject to those specified herein) provided the Tenant notifies the Landlord in writing at least six (6) months prior to the expiration of the Term of its wish to exercise such option.
(b) With respect to Minimum Rent during any Renewal Term more particularly referred to in the Lease existing on immediate preceding paragraph such rent shall be mutually agreed upon by the date immediately preceding parties hereto, or failing agreement, shall be fixed by binding arbitration as hereinafter provided, always subject to the commencement date same covenants, provisos, and conditions as herein contained. If such Minimum Rent is to be settled by arbitration, such rent shall be governed by current market rent for similar premises in the area in effect as of the first day of the Renewal Term in question, save question and except thathaving regard to the following:
a(i) If the parties hereto are unable to agree upon annual Minimum Rent with respect to any Renewal Term pursuant to the provisions of the immediately preceding paragraph by the first day of the third month immediately preceding the commencement of any Renewal Term, since time is recognized to be of the essence hereof, it is agreed that either party may at any time thereafter give notice to the other party of its desire to submit the matter regarding annual Minimum Rent with respect to the Renewal Term to arbitration. Such notice shall give the name of the arbitrator who is the nominee of the party giving such notice. Within ten (10) business days after the receipt of such notice, the party receiving it shall give notice to the other party of its nominee as arbitrator, and the two (2) arbitrators so named shall within ten (10) days of the appointment of the second of them agree upon the third arbitrator who shall be chairperson of the panel. If the party receiving the said notice shall not give notice to the other party of its nominee as arbitrator within the said ten (10) business days, then the nominee of the party who shall have given the said notice shall proceed as the sole member of the board of arbitration and his/her decision shall be final and binding upon the parties hereto. If the two (2) arbitrators first named are unable to agree upon the choice of the third arbitrator either party may apply to a judge of the Superior Court of Ontario who is hereby authorized and empowered to appoint the third arbitrator. The decision of the sole arbitrator or of any two (2) of the three (3) arbitrators (as the case may be) shall be deemed to be the decision of the entire panel, and shall be final and binding on all parties in interest and shall not be subject to appeal in any jurisdiction. The panel of arbitrators shall have full power and authority to hear evidence under oath or otherwise as it may decide to be proper, and to assess the costs of the arbitration against either or both of the parties hereto.
(ii) If the annual Minimum Rent payable during the Renewal Term in question is finally determined, whether by mutual agreement or by arbitration, after the expiration of the immediately preceding Term or Renewal Term (as the case may be), all necessary adjustments in respect of any overpayment or underpayment by the Tenant shall accept the Premises be made within thirty (30) days following such determination.
(iii) It is understood and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date agreed that pending finalization of annual Minimum Rent for the Renewal Term in question, the Tenant hereby renouncing shall continue to all legal warranties related thereto; the Landlord having no work pay annual Minimum Rent as referred to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current immediately preceding Term increased, on a cumulative basis, on each anniversary date of or Renewal Term (as the commencement date of the case may be) until such time as determination has been made with respect to annual Minimum Rent applicable to such Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 2 contracts
Sources: Combination Agreement (Fenix Parts, Inc.), Combination Agreement (Fenix Parts, Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided Provided that the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased in occupancy of the Premises, or a portion thereof, and the Tenant is not then in default and has not been in habitual default under this Lease and the Tenant gives the Landlord not less than nine months’ written notice prior to the expiry of executing the Term, or the applicable Renewal Term, of its obligations under the intention to renew this Lease, then the Tenant shall will have five (5) options the option to renew the this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for four further periods terms of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day each (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on ) upon the same terms and conditions as are contained set out in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Lease, save and except that:
(a) there will be no further right to renew this Lease after the Tenant shall accept expiry of the fourth Renewal Term;
(b) Annual Basic Rent for the first Renewal Term will be the Annual Basic Rent applicable in the last Lease Year of the initial Term, plus the CPI Increase;
(c) Annual Basic Rent for all subsequent Renewal Terms will be the then fair market rent which could reasonably be obtained by the Landlord for renting the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform including improvements in the Premises) to an arm’s length, third party tenant on terms not materially more favourable than those included in this Lease minus fifteen percent (15%) as consideration for the Tenant’s construction and all improvementsownership of the Building. For further clarity, additions fair market value will not be determined by solicited offers received from or modifications made to a direct or indirect competitor of Optimi Health Corp. If the Landlord and the Tenant have not mutually agreed on the amount of such Annual Basic Rent prior to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, then such Annual Basic Rent will be decided by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide binding arbitration pursuant to the Arbitration Act (British Columbia), with the costs of such arbitration split equally between the Landlord a prior written notice and the Tenant; and
(d) the Annual Basic Rent in each Lease Year after the first Lease Year of its exercise thereof (the “Notice of Renewal”) to be received Renewal Term will increase by the Landlord no earlier than twelve CPI Increase; and
(12e) months prior any incentive or inducement, including any free or reduced rent periods, or any requirement on the Landlord’s part to the expiry date of the then current do any Landlord’s work in connection with this Lease, will not apply to any Renewal Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 2 contracts
Sources: Industrial Lease (Optimi Health Corp.), Industrial Lease (Optimi Health Corp.)
OPTION TO RENEW. Subject Tenant is hereby granted an option to renew the Lease pursuant to the provisions following terms and conditions:
(a) Provided that at the time such option is exercised and at the expiration of Section 5 of this Schedule “A”the Term, provided the Lease is in full force and effect, and further provided the (i) Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, (ii) Tenant has not assigned this Lease or sublet the Premises, other than to permitted subleases or assignees as permitted in the Lease, (iii) Tenant shall have five continues to occupy the Premises, (5iv) options Tenant’s use is consistent with the general quality of the tenants and uses in the Project, and (v) Tenant remains creditworthy. Tenant is granted one (I) option to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five three (53) years minus one years.
(1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term option period shall be the of (i) ninety (90%) of market rate, with market rate incorporating an increase in Base Rent payable during the last for each year of the then current Term increased, on a cumulative basis, on each anniversary date of option period or (b) the commencement date of Periodic Rent for the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than last twelve (12) months of the Extension Term with three (3%) percent increases each year of the option period, Market rate shall be based upon comparable rates for similar space in the surrounding area.
(c) Tenant shall exercise its option by providing written notice (“Option Notice”) of its intent to exercise an option at least one hundred twenty (120) days prior to the expiry then applicable expiration period. Failure to provide timely notice shall render the pending option and further option null and void.
(d) Landlord shall have the right but not the obligation to withdraw and void the option if Tenant is in breach (after applicable notice and opportunity to cure) of this Lease at the time of (i) the Option Notice or (ii) at any between the Option Notice and the date the option period is to commence. Landlord shall provide the notice of its withdrawal of option within ten (10) days after the cure period has expired.
(e) Each party shall provide the other with its opinion of market rate at least ninety (90) days prior to the then applicable expiration period. In the event the parties cannot agree as to market rate, the same shall be determined by binding arbitration with American Arbitration Association, with each party picking an arbitrator and the two (2) chosen arbitrators jointly picking a third arbitrator. Until arbitration is concluded, Base Rent for the time in dispute shall be paid as if Base Rent increased four (4%) percent (“Interim Payments”). Upon final determination of appropriate market rate, the parties shall adjust the Interim Payments accordingly. Additional Rent — Passthrough Expenses shall be paid pursuant to the terms of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoLease.
Appears in 2 contracts
Sources: Assignment of Lease (First Foods Group, Inc.), Assignment of Lease (First Foods Group, Inc.)
OPTION TO RENEW. Subject to the provisions condition that Tenant shall not, at the time Landlord s2 receives an Option Notice hereunder or at the time of Section 5 commencement of this Schedule “A”any Renewal Term s3 hereunder, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then be in default of executing its obligations under any of the Leaseterms of this Lease beyond applicable notice and cure periods S4 {if any), Tenant is hereby granted the Tenant shall have five (5) options option to renew the Lease Term for two (2) periods, the first of which shall be one hundred twenty (120) months and the second of which shall be sixty {60) months (singularly, a “Renewal Term” and collectively, the “Options to RenewRenewal Terms”). The first Renewal Term will commence on the day following the expiration of the Initial Term of this Lease and the remaining Renewal Term will commence on the day following the expiration of the immediately preceding Renewal Term. Tenant must exercise this option, and eachIf at all, an by delivering irrevocable written notioe of such election (the “Option to RenewNotice”) to Landlord at least one year, but no sooner than eighteen (18) months, prior to expiration of the lnlllal Term or the immediately preceding Renewal Term, as applicable. If Tenant does not validly deliver an Option Notice to renew the Lease Term for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “or more Renewal Term”Term(s), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section Paragraph 25.1 shall ipso facto become be null and void and of no further force or effect. Any such renewal of this Lease shall be upon the same terms and conditions as this Lease except that Base Rent during each Renewal Term shall be determined as provided in Paragraph 25,2 and Landlord shall have no obligation to perform any tenant Improvements or other work in connection with any such renewal of this Lease. Except to the extent specifically provided in this Paragraph 25.1, and Tenant has no rights to renew the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 2 contracts
Sources: Lease Agreement (Evotec SE), Lease Agreement (Evotec AG)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Provided that Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then been in default of executing its obligations under any of the Leaseterms, conditions or provisions of this lease at any time during the term thereof, then the Tenant shall have five the option, but only if exercised in writing at least six (56) options months prior to the expiration of the original term of this lease to renew the Lease (collectively, the “Options to Renew”, and each, for an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of additional five (5) years eachupon all of the terms, except for conditions, provisions and covenants set forth in this Lease. In addition to any "Adjustment Months" set forth in this Lease, the fifth (5th) and final Option to Renew which Monthly Base Rent shall also be adjusted in the month of JANUARY in each of the following years: 2015, 2016, 2017, 2018 AND 2019. The foregoing shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”)considered as Adjustment Months as that term is used in this Lease. Except as set forth herein to the contrary, commencing on the day immediately following the expiry date all of the then current Term. Each Renewal Term terms and provisions of this Lease shall be on the same remain in full force and effect according to their terms, which terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there incorporated herein. There shall be no further extension right of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termrenewal. LANDLORD: TENANT: ROWLAND SCHAEFER & CLAIRE'S STORES, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion PremisesINC., if anyA ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇TES, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.A FLORIDA GENERAL CORPORATION PARTNERSHIP By: /s/ E. BONNIE SCHAEFER By: /s/ IRA D. KAPLAN ---------------------------- --------------------------------- Name: E. BONNIE SCHAEFER Name: IRA D. KAPLAN -------------------------- ------------------------------- Its: PARTNER Its: CHIEF FINANCIAL OFFICER --------------------------- -------------------------------- WITNESSES: WITNESSES: /s/ DIANE CORR /s/ CARLA NIERENBURG ------------------------------- ------------------------------------ [ILLEGIBLE] [ILLEGIBLE] ------------------------------- ------------------------------------ RULES AND REGULATIONS
Appears in 2 contracts
Sources: Office Lease Agreement (Claires Stores Inc), Office Lease Agreement (BMS Distributing Corp.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”)The City shall have the option to renew this Agreement for the May 2021 long weekend by no later than January 1, commencing on 2021 upon written notice to the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on Licensee, upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionherein contained, save and except that:
(a) the Tenant Event shall accept be held on Sunday, May 23, 2021, and if inclement weather prohibits the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing Event from taking place on the commencement date of the Renewal Term in questionsaid date, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required Event shall be performed by the Tenantheld on Monday, at its costMay 24, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term2021, and the Options dates in the Agreement shall be adjusted accordingly.
(2) Whether or not the City has exercised its option to Renew renew in subsection 20(1), the City shall not apply anew; andhave the option to renew this Agreement for the May 2022 long weekend by no later than January 1, 2022 upon written notice to the Licensee, upon the same terms and conditions as are herein contained, save and except that:
d(a) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term Event shall be held on Sunday, May 22, 2022, and if inclement weather prohibits the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing Event from taking place on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant Event shall be deemedheld on Monday, for all legal purposesMay 23, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect2022, and the Lease dates in the Agreement shall terminate at be adjusted accordingly.
(3) Whether or not the expiry date of City has exercised its option to renew in subsection 20(1) or 20(2), the then current TermCity shall have the option to renew this Agreement for the May 2023 long weekend by no later than January 1, without any rights 2023 upon written notice to the Licensee, upon the same terms and conditions as are herein contained, save and except that:
(a) the Event shall be held on Sunday, May 21, 2023, and if inclement weather prohibits the Event from taking place on said date, the Event shall be held on Monday, May 22, 2023, and the dates in the Agreement shall be adjusted accordingly.
(4) Whether or recourses whatsoever of not the Tenant against City has exercised its option to renew in subsection 20(1), 20(2) or 20(3), the Landlord related theretoCity shall have the option to renew this Agreement for the May 2024 long weekend by no later than January 1, 2024 upon written notice to the Licensee, upon the same terms and conditions as are herein contained, save and except that:
(a) the Event shall be held on Sunday, May 19, 2024, and if inclement weather prohibits the Event from taking place on said date, the Event shall be held on Monday, May 20, 2024, and the dates in the Agreement shall be adjusted accordingly.
Appears in 2 contracts
Sources: Licence and Service Agreement, Licence and Service Agreement
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have one (1) option to renew (the "Option") the Lease for one five (5) options year term, at the Prevailing Market Rent (as hereinafter defined), plus Tenant's Percentage of all Operating Costs and Taxes, and all other charges pursuant to renew the Lease, provided that Tenant: (i) is not in currently in default; and (ii) has not been in default of any term or provision of the Lease two or more times during the initial Lease Term, regardless of whether any of the defaults were cured (collectively, timely or otherwise) or remained uncured with or without the “Options to Renew”, and each, an “Option to Renew”) for acquiescence of Lessor with the Premises and the Expansion Premises (if any), for further periods exception of payment of Basic Rent or Additional Rent which may not be more than five (5) years each, except for the fifth days late twice within a twelve (5th12) and final month period. The Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed exercised only by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options ▇▇▇▇▇▇ delivering to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its ▇▇▇▇▇▇'s unconditional exercise thereof of the Option; provided, however, that the Option shall be exercised no later than nine (the “Notice of Renewal”9) to be received by the Landlord no earlier months but not more than twelve (12) months prior to the expiry date expiration of the then current Termoriginal term. If Tenant fails to validly timely exercise an the Option in the manner herein specified, then the Option shall immediately and automatically terminate and be of no further force or effect. Time is of the essence with respect to Renewthe exercise of the Option. Except as otherwise specifically provided herein, all provisions of the Lease, this Addendum and all other exhibits to the Lease shall continue in full force and effect during the Option Period; provided, however, that the Base Rent for the initial year of the Option Period shall be set at the Prevailing Market Rent (as such term is defined below). The Option is personal to Tenant and may not be exercised or assigned, voluntarily or involuntarily, by, or to, any person or entity other than Tenant. The Option is not assignable separate and apart from this Lease. In the event that at the time the Option is exercisable by Tenant, this Lease has been assigned, or a sublease exists as to twenty percent (20%) or more of the Premises, the Option shall be deemed null and void and Tenant, any assignee, or any sublessee, shall not have the right to exercise the Option. Landlord and Tenant shall have 30 days following the exercise of the Option in which to agree as to the Prevailing Market Rent for the Premises as of the first month of the Option Period. In the event Landlord and Tenant are unable to agree on the Prevailing Market Rent within such thirty (30) day period, the Prevailing Market Rent shall be deemeddetermined as follows:
a. Within 15 days following the expiration of such 30 day period for Landlord and Tenant to agree on the Prevailing Market Rent for the Premises, for all legal purposesLandlord and Tenant shall each give written notice to the other designating by name, address and telephone number an MAI appraiser or commercial real estate broker with no less than ten (10) years of retail leasing experience, collectively "the appraisers" familiar with retail rentals in commercial high-rise properties in the downtown San Francisco financial district (the "Comparison Area"). Within 15 days following the selection of the second appraiser to have renounced be designated, the first two appraisers shall select a third MAI appraiser. The employment of each appraiser shall be conditioned on such appraiser's agreement to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together comply with the provisions of this Section 3.3. Within 30 days after the selection of the third appraiser, the three appraisers so selected shall ipso facto become null determine the Prevailing Market Rent for the Premises and void shall each notify Landlord and Tenant, in writing, within such 30 day period of no further effectthe Prevailing Market Rent for the Premises determined by such appraisal. The Prevailing Market Rent for the Premises shall be determined by applying the following criteria:
i. The Prevailing Market Rent shall be based on the gross monthly rent projected to be paid by tenants which shall take into consideration rental increases, if any, for qualifying five (5) year lease transactions similar in length to the Option Period, based on leases executed not earlier than six months prior to the date the appraisers shall meet, for retail space in commercial high-rise properties in the downtown San Francisco financial district comparable to the Building in size, quality, age and amenities, for premises which are comparable to the Premises in size (plus or minus 20%), height, location and cosmetic condition, and with comparable tenant improvements as are in the Lease Premises whether paid for by Landlord or Tenant, and "free" rent, if any is then generally being offered in the marketplace (other than free rent given in substitution of other rent concessions such as, but not limited to, tenant improvements) [collectively referred to herein as "PMR Criteria"], for buildings in the Comparison Area.
ii. The two appraisals for the Prevailing Market Rent which arithmetically are the closest shall terminate at be added together and divided by two. The third appraisal shall be disregarded. The quotient so derived shall be the expiry date initial monthly Base Rent for the Option Period.
b. In addition to monthly Base Rent, Tenant shall be obligated to pay Tenant's Share of Operating Expenses pursuant to Paragraph 4.2 of the then current Term, without any rights or recourses whatsoever Lease.
c. Landlord and Tenant shall each pay the costs and fees of the appraiser selected by it. Landlord and Tenant against shall share equally the costs and fees of the third appraiser. In the event that either Landlord related theretoor Tenant does not identify an appraiser within the first fifteen day (15) period set forth in this Section 3.3 above, the appraiser appropriately and timely identified shall alone render the appraisal based on the PMR Criteria.
d. The terms and conditions of the extension shall be negotiated directly between Landlord and Tenant. If Tenant requires the service of an agent, the payment of such service shall be the responsibility of Tenant.
Appears in 2 contracts
Sources: Assignment of Lease (NBC Internet Inc), Assignment of Lease (Xoom Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, 52.1 The tenant has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options an option to renew the Lease (collectivelylease for the additional period stipulated in the Schedule at open market rentals. For the purposes of this clause the open market rental is the base rental which a willing tenant will pay and a willing landlord will accept on the open market for a lease of the leased premises for the period and upon the terms set out in this agreement.
52.2 The option to renew must be exercised by the tenant by delivering a written notice to that effect to the landlord at the landlord's address by not later than one hundred and twenty days before the commencement of the renewal period, failing which the option shall lapse.
52.3 The landlord shall inform the tenant in writing, at least ninety days before the commencement of the renewal period of the amount which he proposes the open market rental for each term of the renewal period should be. Unless the tenant, by notice in writing to the landlord, delivered not later than sixty days before the commencement of the renewal period, rejects the landlord's proposal, the “Options open market rental shall be as proposed by the landlord.
52.4 In the event of the tenant rejecting the landlord's proposal, the two parties shall use their best endeavours to Renew”reach agreement on the open market rental by not later than thirty days before the commencement of the renewal period. Should they not be able to agree, then the open market rental shall be determined by an expert as set out in 53.5, and each, an “Option to Renew”) such determination shall be final and binding on both parties.
52.5 The expert shall be nominated by the President for the Premises time being of the South African Property Owners' Association at the request of the landlord; shall act as an expert, and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option not as an arbitrator; shall give both parties an opportunity to Renew make submissions to him before making a determination; shall determine which party shall be responsible for a period his fees and disbursements however if he makes no such determinations, his fees and disbursements shall be paid by both parties in equal shares.
52.6 In the event of five (5) years minus one (1) day (each a “Renewal Term”), commencing the parties not having reached agreement on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate open market rental at the expiry date of this lease and if the tenant is still in occupation of the leased premises then current Termthe tenant, without any rights or recourses whatsoever pending resolution of the Tenant against the Landlord related thereto.such rental in terms of
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
OPTION TO RENEW. Subject to the provisions of Section 5 of (a) Provided that (i) this Schedule “A”, provided the Lease is in full force and effect, effect as of the date of the Renewal Notice (as defined below) and further provided as of the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned originally scheduled expiration of the Lease or the subleased the Premises, or a portion thereof, and Term; (ii) Tenant is not then in default Default under this Lease as of executing its obligations under the Leasedates referred to in clause (i) above; and (iii) Tenant has been continuously operating in the Leased Premises throughout the Lease Term and has not assigned this Lease or sublet more than sixty percent (60%) of the Leased Premises (other than to a Permitted Transferee), the Tenant shall have five three (53) separate options to renew extend the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) Term for the Premises and the Expansion Premises (if any)entire Leased Premises, for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be each for a period of five (5) years minus one (1) day (each each, a “Renewal Term”), and collectively, the “Renewal Terms”) commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding following the commencement date expiration of the Renewal initial Lease Term in question, save and except that:
a) (or the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) previous Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%as applicable). In order to validly Tenant may exercise its Option to Renew, the Tenant shall provide to the Landlord a prior each such option by delivering written notice of its exercise thereof (the a “Notice of RenewalRenewal Notice”) to be received by the Landlord no earlier not less than twelve (12) months prior to (but not more than twenty-four (24) months prior to) the expiry date expiration of the initial Lease Term (or the expiring Renewal Term, as applicable). Each Renewal Term, if properly exercised by Tenant as set forth herein, shall constitute an extension of the Lease Term and shall be upon all of the same terms and conditions then current in effect under this Lease, except that (i) there shall be no further option to renew or extend the Lease Term during the third Renewal Term, and (ii) Minimum Annual Rent for each Renewal Term shall be payable at a rate per annum equal to the Fair Market Rental (as defined below) for the Leased Premises for the applicable Renewal Term. If Tenant shall duly and timely exercise one of Tenant’s rights to extend the Lease Term for a Renewal Term pursuant to the terms hereof, all of the applicable references in this Lease to the Lease Term shall be deemed to include such Renewal Term. During each Renewal Term, Tenant shall continue to pay Tenant’s Proportionate Share of Operating Expenses without interruption unless otherwise agreed to by Landlord and Tenant in writing.
(b) If Tenant shall timely deliver a Renewal Notice to Landlord, then not later than twenty (20) days after the date such Renewal Notice is delivered, Landlord shall notify Tenant of Landlord’s determination of the Fair Market Rental for the applicable Renewal Term. For purposes of the foregoing, the “Fair Market Rental” shall be the rental rate charged for leased premises of comparable size and condition as the Leased Premises in the Research Triangle Park office and research and development market, taking into consideration the location and quality of the Building, term of lease, and any material economic differences between the terms of this Lease and the terms of any comparable lease (including abatement periods, tenant improvement or refurbishment allowances, architectural fees, brokerage commissions and any other relevant cash and non-cash incentives, inducements, concessions and other relevant factors). If Tenant delivers to Landlord a written objection to Landlord’s calculation of the Fair Market Rental within ten (10) business days after Tenant’s receipt of Landlord’s determination of the Fair Market Rental, then the parties shall meet and confer in good faith (which such meeting may be telephonic or electronic) and if the parties cannot agree on the Fair Market Rental within twenty (20) days after Tenant’s written objection, then Tenant may retract its exercise of its option to extend at no cost to Tenant, or Tenant may choose arbitration to determine the Fair Market Rental. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within five (5) business days after expiration of such twenty (20) day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Fair Market Rental for the Leased Premises during the applicable Renewal Term. Each appraiser so selected shall be an MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Fair Market Rental for the Leased Premises within twenty (20) days after their appointment, then, within five (5) business days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, each of the initial appraisers shall deliver its determination of the Fair Market Rental to the third appraiser, and such third appraiser shall within ten (10) business days after its appointment select the determination made by one of the initial two appraisers that most closely approximates the third appraiser’s own determination of the Fair Market Rental. The determination of the Fair Market Rental selected by the third appraiser shall be used as the Minimum Annual Rent for the applicable Renewal Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant delivers a written objection to Landlord’s calculation of the Fair Market Rental within the 10- business day time period referenced above but fails to validly provide the Arbitration Notice as provided above, then Tenant’s exercise an Option of its option to Renew, the Tenant extend shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretodeemed retracted.
Appears in 2 contracts
Sources: Lease Agreement (Grail, Inc.), Lease Agreement (Grail, Inc.)
OPTION TO RENEW. Subject Tenant is hereby granted the option to extend the provisions of Section 5 term of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have for two (2) five (5) options year periods, hereinafter referred to renew a the Lease "First Extended Term" and the "Second Extended Term", respectively, by giving notice of exercise of the option (collectively"Option Notice") to Landlord at least six (6) months, but not more than one (1) year, before the expiration of the Basic Term or the First Extended Term, as the case may be; provided, however, that if Tenant is in default on the date of giving any such Option Notice, or if any event has occurred that but for the passage of time or the giving of notice, or both, would constitute a material default, the “Options to Renew”Option Notice shall be totally ineffective, and eachprovided further, that if Tenant is in default or if any event has occurred that but for the passage of time or the giving of notice, or both, would constitute a default, on the date that the First Extended Term or the Second Extended Term (collectively the "Extended Terms") would otherwise commence, at Landlord's option, such Extended Term shall not commence and this Lease shall expire at the end of the Basic Term, or at the end of the First Extended Term, as the case may be. In the event Tenant gives notice of exercise of option, which notice is ineffective for any reason stated herein, Landlord shall provide Tenant with prompt written notice of rejection of such notice of exercise of option. Tenant shall have no other right to extend the term beyond the Second Extended Term described herein. During the Extended Terms all of the terms and provisions contained herein shall apply except that commencing at the beginning of each Extended Term, the Annual Basic Rent shall be increased to an “Option amount equal to Renew”ninety-five percent (95%) of the fair market Rental ("FMR") for the Premises unless Tenant elects to arbitrate the fair market rental, as set forth herein. Landlord shall notify Tenant of the FMR within sixty (60) days after receipt of Tenant's Option Notice. Tenant shall then have sixty (60) days following Tenant's receipt of Landlord's determination of the FMR within which to confirm or to revoke its election to renew the Lease. If Tenant fails to revoke its election, Tenant's consent to FMR shall be deemed given and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which Lease shall be for a period deemed extended. If Tenant elects arbitrate the issue of five (5) years minus one (1) day (each a “Renewal Term”)FMR, commencing on such dispute shall be resolved by means of banding arbitration in accordance with the day immediately following the expiry date commercial arbitration rules of the then current TermAmerican Arbitration Association. Each Renewal Term Arbitration shall be on conducted by a sole M.A.I. appraiser appointed by the same terms American Arbitration Association. Landlord and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept split the Premises and cost of arbitration. Thereafter, Rental shall be increased annually (the Expansion Premises "Extended Term Adjustment Date") based upon increases (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the PremisesIndex, and all improvements, additions or modifications to but in no event shall the Premises that may increase be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by less than two percent (2%) or greater than six percent (6%). In order The most recent Index in publication prior to validly exercise its Option to Renewthe Extended Term, shall be the Base Index. On each Extended Term Adjustment Date, the Tenant Annual Rental shall provide be increased by a percentage equal to the percentage increase, if any, in the most recent Index in publication prior to the Extended Term Adjustment Date (the "Comparison Index") over the Base Index ("Adjusted Annual Rental"). When the Adjusted Annual Rental payable as of each Extended Term Adjustment Date is determined, Landlord a prior shall give Tenant written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, such Adjusted Annual Rental and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretomanner in which it was computed.
Appears in 2 contracts
Sources: Industrial Space Lease (Alpha Technologies Group Inc), Industrial Space Lease (Alpha Technologies Group Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the (a) Tenant shall have five the option (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to RenewRenewal Option”) for to extend the Premises and the Expansion Premises (if any)term of this Lease, for further periods of five one (51) years each, except for the fifth (5th) and final Option to Renew which shall be for a additional period of five (5) years minus one (1) day (each being referred to herein as a “Renewal Term”)) upon the terms and conditions contained in this Section if each of the following conditions shall be fully satisfied: (i) At the time of the exercise of the Renewal Option and at the commencement of the Renewal Term, commencing this Lease shall be in full force and effect, (ii) the Tenant named in this Lease shall have continuously occupied the Premises, without interruption, sublease or assignment since the original Commencement Date through the date of the commencement of the Renewal Term, (iii) no event of default shall exist at the time of the exercise of the Renewal Option or at the commencement of the Renewal Term, (iv) no facts or circumstances shall exist at the time of the exercise of the Renewal Option or at the commencement of the Renewal Term which, with notice and/or lapse of time, could constitute an event of default, (v) Tenant shall have provided written notice to Landlord in accordance with the terms of this Lease of Tenant’s exercise of the Renewal Option (a “Renewal Notice”) and such Renewal Notice shall actually be received by Landlord no later than nine (9) months prior to the commencement of the Renewal Term, and (vi) prior to the commencement of the Renewal Term, Tenant shall have executed and delivered to Landlord such documents as may reasonably be requested by Landlord to evidence the extension of the expiration date of the Lease in accordance with this Section 1.3. The Renewal Notice shall be irrevocable once given by Tenant to Landlord. In the event the Tenant fails to deliver to Landlord the Renewal Notice as required above, or if the other terms and conditions for the exercise of the Renewal Option have not been satisfied, then the Renewal Option shall be null and void and this Lease shall expire or terminate as otherwise provided in the Lease, without regard to any extension contemplated by this Section 1.3.
(b) In the event Tenant qualifies for and duly exercises the Renewal Option, (i) the five (5) year Renewal Term shall commence on the day immediately following the expiry date original Expiration Date of this Lease and the Expiration Date of the then current Lease shall thereafter be five (5) years after the commencement of the Renewal Term. Each , and (ii) all terms and conditions of the Lease shall continue to be applicable to the Renewal Term except as follows: (A) Base Rent for the Renewal Term shall be on as provided in subsection (c) below, (B) Landlord shall have no obligation to perform any work, pay any amounts (through the same terms reimbursement of costs incurred by Tenant or otherwise), or incur any liability in connection with the build-out, improvement, refurbishment, or modification of the Premises, and conditions as are contained in (C) the Lease existing on Tenant shall have no further right to extend or renew this Lease.
(c) The Base Rent during the date immediately preceding the commencement date first year of the Renewal Term shall be at ninety-five (95%) percent of the “fair market value”, but in questionno event shall the Base Rent be less than the proceeding Lease Year. Upon Tenant notifying Landlord that it has exercised its Renewal Option in accordance with this Section 1.3, save Landlord shall notify Tenant of its determination of the then “fair market value” for the Premises. If Tenant disagrees with Landlord’s determination of the fair market value, it shall notify Landlord within ten (10) business days thereafter, and except that:both Landlord and Tenant shall engage the services of an independent third party broker to determine the fair market value. If the fair market value of both brokers are within ten (10%) percent of each other (utilizing the highest of the two rental rates for determination of the ten (10%) percent determination), then the average of the two brokers will be binding fair market value. If the fair market value submitted by the two brokers are not within ten (10%) percent of each other, then the two brokers shall collectively select a third broker to determine the fair market value, and the third broker’s determination, which must be equal to either of the two fair market values submitted by the other two brokers, or in between the two, shall be the binding fair market value. All such brokers shall be licensed in the state of Florida and knowledgeable of the rental rates in the Western Broward market and the costs, if any, associated with the third broker’s determination shall be shared equally between Landlord and Tenant. The Base Rent during each year of the Renewal Term (excluding the first year thereof) shall increase by three (3%) percent over the previous year’s Base Rent.
a(d) Notwithstanding anything to the contrary provided in the Lease, Tenant shall accept the Premises and the Expansion Premises (if any) in its then “as is”, in their state and AS IS” condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 2 contracts
Sources: Lease Agreement (Protective Products of America, Inc.), Lease Agreement (Protective Products of America, Inc.)
OPTION TO RENEW. Subject (a) Landlord hereby grants to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day option (each a the “Renewal Option”) to extend the Term of this Lease for an additional period of seven (7) years (the “Option Term”), commencing all on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except thatconditions:
a(1) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may The Option must be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premisesexercised, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement dateat all, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof irrevocably exercising the Option (the “Notice of RenewalOption Notice”) delivered by ▇▇▇▇▇▇, to be received by the Landlord no not later than nine (9) months and not earlier than twelve (12) months prior to the expiry Term Expiration Date. Further, at Landlord’s option, the Option shall not be deemed to be properly exercised if, as of the date of the then current Option Notice or at the Term Expiration Date, (i) Tenant is in default under this Lease beyond all applicable notice and cure periods, (ii) Tenant has assigned this Lease or sublet more than forty percent (40%) of the Leased Premises (other than to an affiliate or subsidiary of Tenant), (iii) Tenant, or Tenant’s affiliate or subsidiary, is in possession of less than sixty percent (60%) of the square footage of the Leased Premises, or (iv) Tenant has been in default beyond all applicable notice and cure periods at any time during the Term. If Provided Tenant fails to validly exercise an Option to Renewhas properly and timely exercised the Option, the Term of this Lease shall be extended for the period of the Option Term (and the Option Term shall be part of the “Term”), and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that (i) the Tenant Improvements, if any, set forth in Exhibit B shall not apply to the Option Term (Tenant shall accept the Leased Premises in its AS IS condition existing prior to Option Term), (ii) the Base Rent shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercisedmodified as set forth in subsection 8.1(a)(2) below, and these Options to Renew together with the provisions of this Section (iii) Tenant shall ipso facto become null and void and of have no further effectright to extend the Term.
(2) The Base Rent payable for the initial year of the Option Term shall be the greater of (i) the Base Rent payable on the Term Expiration Date, or (ii) the then-current rental rate per rentable square foot (as further defined below, “FMRR”) being agreed to (with annual market increases) in new and renewal leases by Landlord and other landlords of Class A office buildings in the downtown Oakland submarket of Oakland, California which are comparable in quality, location and prestige to the Building (“Comparable Buildings”) and tenants leasing space in the Building or Comparable Buildings. As used herein, “FMRR” shall mean the rental rate per rentable square foot for which Landlord and/or other landlords are entering into new and renewal leases for office space in the Building and/or Comparable Buildings (“Comparative Transactions”), taking into consideration fair market annual increases and the Lease shall terminate value of existing tenant improvements in the Leased Premises. To the extent such other Comparable Buildings have historically received lower or higher rents than the rents in the Building, then for the purpose of arriving at the expiry date FMRR, such rates when used to establish the FMRR in the Building shall be increased or decreased as appropriate to reflect such historical differences. Landlord shall provide its determination of the then current Term, without any rights or recourses whatsoever FMRR to Tenant within twenty (20) days after Landlord receives the Option Notice. Tenant shall have ten (10) days (“Tenant’s Review Period”) after receipt of Landlord’s notice of the FMRR within which to accept such FMRR or to reasonably object thereto in writing. In the event Tenant against objects to the FMRR submitted by Landlord, Landlord related theretoand ▇▇▇▇▇▇ shall attempt to agree upon such FMRR. If Landlord and Tenant fail to reach agreement on such FMRR within ten (10) days following Tenant’s Review Period (the “Outside Agreement Date”), then each party shall place in a separate sealed envelope its final proposal as to FMRR and such determination shall be submitted to arbitration in accordance with subparagraph 8.1(b) below.
Appears in 2 contracts
Sources: Office Building Lease (Marqeta, Inc.), Office Building Lease (Marqeta, Inc.)
OPTION TO RENEW. Subject Landlord hereby grants Tenant three (3) options to renew the Lease Term, upon the following terms and conditions:
(a) Each of the first two renewal terms (a renewal term, once exercised, is referred to in this Section as a “Renewal Term”) shall be for one (1) year, with the first Renewal Term, if exercised, commencing on the day following the expiration date of the initial Lease Term of this Lease and expiring at midnight on the day preceding the one year anniversary of the commencement date of the first Renewal Term, and the second Renewal Term, if exercised, commencing on the day following the expiration date of the first Renewal Term, and expiring at midnight on the day preceding the one year anniversary of the commencement of the second Renewal Term;
(b) The third Renewal Term shall be for five (5) years and, if exercised, shall commence on the day following the expiration date of the second Renewal Term and expiring at midnight on the day preceding the five year anniversary of the commencement date of the third Renewal Term;
(c) Tenant must exercise a renewal option, if at all, upon at least twelve (12) months written notice to Landlord, prior to the provisions expiration date of, as applicable, the initial Lease Term, the first Renewal Term or the second Renewal Term;
(d) At the time Tenant delivers a notice of Section 5 of election to renew to Landlord, this Schedule “A”, provided the Lease is must be in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has must not have assigned the this Lease or the subleased sublet more than fifteen (15%) percent of the Premises, or a portion thereof, and is not then in default no Event of executing its obligations under the Lease, the Tenant Default shall have five occurred and be continuing hereunder;
(5e) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms terms, covenants and conditions as are contained in this Lease, except that (1) the Lease existing on annual Base Rent for the date immediately preceding first Renewal Term shall be as stated in the commencement date definition of the term “Base Rent”, and (2) the annual Base Rent for the second and third Renewal Terms shall be the then-current Fair Market Rent of the Premises as of the first day of the second Renewal Term or third Renewal Term, as applicable, but in question, save and except that:no event less than the annual Base Rent payable during the prior Renewal Term; and
a(f) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date Exercise of the renewal option with respect to the second and third Renewal Term in question, Terms is subject to Tenant having validly exercised its option with respect to the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premisesprior Renewal Term, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension privilege of the Term or renewal of the Lease beyond the fifth (5th) third Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Sources: Office Lease (Cephalon Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided Provided (a) the Lease is in full force and effect, (b) Tenant is not in default hereunder at the time of notification or commencement beyond the applicable notice to cure period, (c) neither the Premises nor any part thereof have been sublet, (d) the Lease has not been assigned, (e) Tenant is an occupant of the Building under this Lease and further provided intends to continue to use the Premises itself, and (f) that both at the time of notification and commencement there has been no material adverse change in the financial condition of the Tenant is STRONG/MDI SCREEN SYSTEMSas reasonably determined by Landlord, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five one (51) options option to renew the Lease for three (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (53) years each, except for (the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on ) by notice in writing delivered to Landlord not less than six (6) months prior to the day immediately following the expiry date expiration of the then current term of the Lease. All of the covenants, conditions and provisions of the Lease shall be applicable to each Renewal Term. Each , except that the Annual and Monthly Base Rent shall be adjusted to reflect the current fair market rental for the Premises as of the date each Renewal Term is to commence. Landlord shall be on advise Tenant of the same terms and conditions as are contained new monthly rental for a Renewal Term within thirty (30) days after a request therefor from Tenant; Landlord’s notification of the new rental may include an escalation to provide for a change in the Lease existing on fair market rental between the date immediately preceding time of notification and the commencement date of the Renewal Term Term. In no event shall the Annual and Monthly Base Rent be subject to determination or modification by any person, entity, court or authority other than as expressly set forth herein and in question, save no event shall the Annual and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of Monthly Base Rent for the Renewal Term in question, be less than the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable monthly rental during the last year of the then current Term increased, on a cumulative basis, on expiring term. As each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renewrenewal option is exercised, the Tenant shall provide to the Landlord a prior written notice number of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant remaining options shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoreduced accordingly.
Appears in 1 contract
Sources: Office Lease Agreement (Mountains West Exploration Inc)
OPTION TO RENEW. Subject (a) Landlord hereby grants to Tenant one (1) option (the provisions of Section 5 "Option") to extend the term of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, for an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a additional period of five (5) years minus one (the "Option Term"), all on the following terms and conditions:
(1) day The Option must be exercised, if at all, by written notice irrevocably exercising the Option (each a “Renewal Term”)"Option Notice") delivered by Tenant to Landlord not later than nine (9) months prior to the Term Expiration Date. Further, commencing on the day immediately following Option shall not be deemed to be properly exercised if, as of the expiry date of the then current TermOption Notice or at the Term Expiration Date, (i) Tenant is in default under this Lease after the delivery of any notice required hereunder and passage of any applicable cure period, (ii) Tenant has assigned this Lease or its interest therein (other than an assignment for which Landlord's consent is not required), or (iii) Tenant, or Tenant's affiliate or subsidiary, is in possession of less than fifty percent (50%) of the square footage of the Leased Premises. Each Renewal Term Provided Tenant has properly and timely exercised the Option, the term of this Lease shall be on extended for the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date period of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the PremisesOption Term, and all improvementsterms, additions or modifications to covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that the Premises that may be required Base Rent shall be performed by the Tenant, at its cost, modified as set forth in compliance with the provisions of the Lease;subsection 8.01(a)(2) below.
b(2) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the The Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Option Term shall be the Base Rent payable during the last year of the then then-current Term increasedrental rate per rentable square foot (as further defined below, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order "FMRR") being agreed to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received in new leases by the Landlord no earlier than twelve and other landlords of buildings in the Emeryville, California area which are comparable in quality, location and prestige to the Building (12"Comparable Buildings") and tenants leasing space in the Building or Comparable Buildings. As used herein, "FMRR" shall mean the rental rate per rentable square foot for which Landlord and other landlords are entering into new leases (excluding the value of improvements made at Tenant's expense) within the time period of nine (9) to six (6) months prior to the expiry date Term Expiration Date ("Market Determination Period"), with new tenants leasing from Landlord and/or other landlords office space in the Building and/or Comparable Buildings ("Comparative Transactions"). Landlord shall provide its determina-tion of the then current TermFMRR to Tenant within twenty (20) days after Landlord receives the Option Notice. Tenant shall have fifteen (15) days ("Tenant's Review Period") after receipt of Landlord's notice of the FMRR within which to accept such FMRR or to reasonably object thereto in writing. In the event Tenant objects to the FMRR submitted by Landlord, Landlord and Tenant shall attempt to agree upon such FMRR. If Landlord and Tenant fails fail to validly exercise an Option reach agreement on such FMRR within fifteen (15) days following Tenant's Review Period (the "Outside Agreement Date"), then each party shall place in a separate sealed envelope its final proposal as to Renew, the Tenant FMRR and such determina-tion shall be deemed, for all legal purposes, submitted to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together arbitration in accordance with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretosubparagraph 8.01(b) below.
Appears in 1 contract
OPTION TO RENEW. Subject Tenant shall have the right, to be exercised as hereinafter provided, to extend the term of this Lease Agreement for one (1) extension period of ten (10) years, such period sometimes hereinafter referred to as the "Renewal Term" upon the following terms and conditions and subject to the provisions limitations hereinafter set forth:
(a) That at the time hereinafter set forth for the exercise of Section 5 the Renewal Term or the commencement of the Renewal Term, as the case may be, this Schedule “A”, provided the Lease is Agreement shall be in full force and effect, and further provided Tenant shall not be in default in the Tenant is STRONG/MDI SCREEN SYSTEMSperformance of any of the terms, INC. itself personally, covenants and conditions herein contained which has not assigned been remedied within the cure period in this Lease Agreement as of the exercise of the Renewal Term or the subleased commencement of the PremisesRenewal Term, or a portion thereofas the case may be. It is provided, however, that Landlord, at Landlord's sole option, may elect to waive this condition and is not then any default which may exist on the part of Tenant, as Landlord may determine, in default of executing its obligations under the LeaseLandlord's sole and absolute discretion.
(b) Except as otherwise specifically provided in this Section 1.4, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms terms, covenants and conditions as are contained in this Lease Agreement except the Lease existing on the date immediately preceding the commencement date Basic Rent for each year of the Renewal Term in questionshall be equal to the annual fair market Basic Rent for the Demised Premises including all buildings, save structures and fixtures erected thereon, together with all additions, alterations and replacements thereof (except Tenant's trade fixtures, machinery and equipment and except that:
a) all alterations constructed by Tenant at Tenant's sole cost and expense), but in no event shall such annual fair market Basic Rent be less than the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base annual Basic Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable by Tenant during the last year of the then current Initial Term increasedof this Lease Agreement. All other payments on the part of Tenant to be made as provided in this Lease Agreement shall continue to be paid during the Renewal Term including, on but without limitation, all payments of Additional Rent as required herein. Landlord and Tenant shall endeavor to agree upon the fair market annual Basic Rent for the entire Renewal Term for a cumulative basis, on each anniversary period of thirty (30) days following the date of Tenant's delivery of the commencement date Renewal Notice (as hereinafter defined). Any agreement reached by the parties with respect to such annual fair market Basic Rent for the Renewal Term shall be expressed in writing and shall be executed by the parties and a copy thereof delivered to each of the parties. Should Landlord and Tenant fail to agree within said thirty (30) day period upon the annual fair market Basic Rent for the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant such annual fair market Basic Rent shall be deemed, determined once for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together the entire Renewal Term by arbitration in accordance with the provisions of Section 1.5 hereof; provided, however, in no event shall the annual fair market Basic Rent for any year in the Renewal Term as determined by such arbitration be less than the annual Basic Rent paid by Tenant under this Section Lease Agreement for the last year of the Initial Term hereof.
(c) The annual Basic Rent during the Renewal Term shall ipso facto become null be payable in equal monthly installments equal to one-twelfth (1/12th) of the annual Basic Rent as established for the Renewal Term, in advance on the first day of each calendar month during the Renewal Term.
(d) Tenant shall exercise its right to extend the term of this Lease Agreement for the Renewal Term by notifying Landlord, in writing, of its election to exercise the right to renew and void and extend the term of this Lease Agreement for the Renewal Term on or before April 1, 2006, time being of the essence with respect to such notice (the "Renewal Notice").
(e) There shall be no further effect, and the additional right to renew this Lease Agreement other than as herein set forth. Any termination of this Lease Agreement shall terminate at the expiry date right of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretorenewal contained hereunder.
Appears in 1 contract
OPTION TO RENEW. Subject to (i) Landlord hereby grants Tenant the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options right to renew the term of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a one period of five (5) years minus one (1) day (each a the “Renewal Term”) on the same general terms and conditions contained in the Lease, except that
a) The Basic Rent, parking charges (if any), commencing security deposit amount (subject to the terms of subsection (iii)(d) below and which may be increased based on Landlord’s review of Tenant’s then current financial condition but shall in no event exceed the day immediately following amount of any out of pocket expenses Landlord is obligated to pay for improvements to the expiry date of Premises in connection with the Renewal Term), tenant improvement allowance and insurance limits (collectively, the “Market Terms”), shall be adjusted or included to reflect the then current Term. Each Renewal Term “fair market terms” as determined hereinbelow (and as defined in subsection (iii)(c) below); provided, however, Basic Rent, parking charges and any tenant improvement allowance shall be based on ninety-five percent (95%) of such fair market terms.
b) Except to the same terms and conditions as are contained in extent expressly allowed hereunder with respect to the Lease existing on determination of the date immediately preceding the commencement date of Market Terms, Tenant shall not be entitled to receive any additional concessions or financial incentives with respect to the Renewal Term in questionincluding, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”without limitation, in their state and condition existing on the commencement date of the Renewal Term in questioncommissions or allowances, the Tenant hereby renouncing to all legal warranties related theretoor free parking; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;and
c) there No additional options to renew shall be no further extension of apply following the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date expiration of the Renewal Term, commencing on said commencement date, by two percent . Written notice (2%). In order the “Tenant’s Election”) of Tenant’s exercise of its option to validly exercise its renew (“Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) the Term of this Lease for the Renewal Term must be given to be received by the Landlord at least nine (9) months but no earlier more than twelve (12) months prior to the expiry date the Term of the Lease would otherwise expire. The Tenant’s Election shall be binding upon Tenant and Landlord.
(ii) Notwithstanding anything to the contrary set forth in this Section 3.3, Tenant shall not have the right to exercise an option to renew:
a) If Tenant has been in Default (as defined in Section 17) three (3) or more times in any twelve (12) month period (whether or not such defaults are cured); or
b) If Tenant is, at the time the Tenant Election notice is given, in Default under this Lease beyond any applicable notice and cure period; or
c) If Tenant does not, at the time the Renewal Term commences, occupy at least fifty percent (50%) of the Premises. 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 foregoing provisions and/or restrictions. All rights of Tenant under the provisions of this option shall, at Landlord’s election, terminate and be of no further force or effect even after Tenant’s due and timely exercise of the option, if after such exercise, but prior to the commencement date of the new term, Tenant Defaults under the terms of this Lease beyond any applicable notice and cure period.
(iii) In the event Tenant validly exercises its Option to Renew the term of this Lease as herein provided, the Market Terms shall be determined as of the commencement date of the Renewal Term as follows:
(a) Commencing within ten (10) days after Landlord’s receipt of Tenant’s Election, Landlord and Tenant shall attempt to agree upon the Market Terms for the Premises for the Renewal Term. The parties shall negotiate such terms in good faith. If the parties are unable to agree upon the Market Terms within thirty (30) days, then current 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 Market Terms for the Renewal 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 Market Terms for the Renewal Term. If each party shall have so appointed an appraiser, the two appraisers shall meet promptly and attempt to set the Market Terms for the Renewal 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 the Market Terms. 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.
(b) Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall set Market Terms for the Renewal Term.
(c) For purposes of determining the Market Terms for the Renewal Term, including the determination of Basic Rent by the appraisers, the “fair market terms” shall be based on the actual lease terms which ready and willing landlord’s and renewal tenants are giving and receiving, as of the Renewal Term commencement date, for a primary renewal premises (as distinguished from the terms for a sublet premises or with respect to an assignment of an interest in an existing lease) for space comparable to the Premises (with improvements comparable to those existing in the Premises) in a building comparable to the Building and with respect to a tenant of a comparable financial condition to that of Tenant. In determining the Market Terms, the provisions of this Lease which are not subject to adjustment shall also be taken into consideration to the extent that such provisions impact the Market Terms. Terms quoted or used under sublease agreements shall be considered terms of special circumstances and shall be excluded from the definition of “fair market terms” under this Section 3.
(d) With respect to the Market Terms other than Basic Rent, (i) there shall be no requirement for any additional security deposit unless Tenant’s financial condition has materially declined since the date this Lease was entered into by Landlord and (ii) the insurance limits shall not exceed the coverage limits then being required by commercial landlords in office leases for similar commercial properties. The forgoing right to adjust the Market Terms shall not limit or revoke any right or privilege granted Tenant fails in this Lease provided Tenant complies with the new Market Terms.
(iv) The Option to validly Renew is granted for Tenant’s personal benefit and may not be assigned or transferred by Tenant, either voluntarily or by operation of law, in any manner whatsoever except to a Permitted Transferee. In the event that Landlord consents to a sublease or assignment of this Lease, the Option to Renew and Renewal Terms granted hereunder shall be void and of no further force and effect, whether or not Tenant shall have purported to exercise an Option to Renew prior to such assignment or sublease.
(v) In the event Tenant timely and properly exercises an Option to Renew, the Landlord and Tenant shall be deemedwithin fifteen (15) days after the determination of Market Terms for the Renewal Term, for all legal purposes, execute an amendment to have renounced to exercise all Options to Renew which have not yet been exercised, this Lease extending the Lease Term on the terms and these Options to Renew together with the provisions of conditions set forth in this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto3.3.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the option to renew this Lease: (i) as to Building 1 and Building 2 (but not less than both, if Tenant leases the Lease entirety of each); or (collectivelyii) as to all of Building 1 (but not less than all) and, the “Options to Renew”at Tenant’s election, and each, an “Option to Renew”) for the Premises and the Expansion Premises such portion of Building 2 as it then leases (if anybut not less than all of such portion), if Tenant leases all of Building 1 and a portion of, but not all, of Building 2, for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day additional term of ten (each 10) years, commencing upon the expiration of the Principal Term of the Lease (such ten-year period being referred to herein as a “Renewal TermPeriod”). The renewal option must be exercised, commencing if at all, by written notice given by Tenant to Landlord not later than twenty-four (24) months prior to expiration of the Principal Term of this Lease. Notwithstanding the foregoing, at Landlord’s election, this renewal option shall be null and void and Tenant shall have no right to renew this Lease if any of the following conditions is met: (i) as of the date immediately preceding the commencement of the Renewal Period, the Tenant originally named herein (or an Affiliate or third party subject to a Shared Space Arrangement) (a) is not in occupancy of at least all of the entire Premises then demised hereunder, except for no more than two (2) complete floors (in the event that the Premises then consists of Building 1 and half of Building 2) or three (3) complete floors, (in the event that the Premises then consists of both Building 1 and Building 2), or (b) does not intend to continue to occupy the Premises (but intends to assign this Lease or sublet the space in whole or in part); or (ii) on the day immediately following date Tenant exercises the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing renewal option or on the date immediately preceding the commencement date of the Renewal Term Period Tenant is in questiondefault of any of its obligations under this Lease, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”or there has occurred any event which, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions giving of a Default Existence Notice or the Lease;
b) there shall passage of time or both would be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, default by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretohereunder.
Appears in 1 contract
Sources: Lease Agreement (Fibrogen Inc)
OPTION TO RENEW. Subject to Effective as of the provisions Effective Date, Article 40 of Section 5 of this Schedule “A”, provided the Lease is shall be deleted in full force its entirety and effect, and further provided the following substituted in its place:
(a) Provided that Tenant is STRONG/MDI SCREEN SYSTEMSnot in Material Default under this lease, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five the option to extend the term of this lease for two additional periods of 5 years (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option "Extended Term" and together, the "Extended Terms"). Such option to Renew”extend the terms of this lease may be exercised only as follows. With respect to the first Extended Term, (i) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the event that Landlord delivers notice to Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve December 31, 2004 and no later than June 30, 2005 that Tenant may exercise its option pursuant to this Section 40.01, Tenant shall notify Landlord on or before September 30, 2005 as to whether it wishes to so exercise such option; and (12ii) months prior in the event that Landlord delivers notice to Tenant subsequent to June 30, 2005, or fails to so deliver such notice, Tenant shall notify Landlord on or before December 31, 2005 but no earlier than July 1, 2005 as to whether it wishes to so exercise its option pursuant to this Section 40.01. With respect to the expiry date of second Extended Term, (i) in the then current Termevent that Landlord delivers such notice to Tenant no earlier than December 31, 2009 and no later than June 30, 2010 that Tenant may exercise its option pursuant to this Section 40.01, Tenant shall notify Landlord on or before September 30, 2010 as to whether it wishes to so exercise such option, and (ii) in the event that Landlord delivers notice to Tenant subsequent to June 30, 2010, or fails to so deliver such notice, Tenant shall notify Landlord on or before December 31, 2010 but no earlier than July 1, 2010 as to whether it wishes to so exercise its option pursuant to this Section 40.01. If Tenant fails to validly timely give any notice required by this Section 40.01, Tenant's option to extend the term of this lease shall be terminated and be deemed waived by Tenant, and of no further force and effect and Landlord shall have the right to lease the Premises or any portion thereof to any entity for any period commencing after the expiration of this lease. It is expressly agreed that Tenant shall not have an option to extend the term of this lease beyond the expiration of the second Extended Term. If this lease shall be terminated before the commencement of an Extended Term, Tenant's option to extend the term of this lease, or its exercise thereof, or an Option Extended Term or lease created by any such exercise, shall be abrogated and rendered null and void. In no event shall Tenant be permitted to Renewexercise its option for the second Extended Term pursuant to this Section 40.01 unless it previously exercised its option for the first Extended Term pursuant to this Section 40.01.
(b) Upon Tenant's giving notice of its election to extend the term of this lease for an Extended Term, pursuant to Section 40.01(a), this lease shall be deemed automatically amended as of the date following the Expiration Date with respect to the first Extended Term, and as of the date following the expiration date of the first Extended Term with respect to the Second Extended Term, as follows: (i) the Fixed Base Rent shall be equal to 95% of the fair market rent (excluding amounts allocable to electricity) for the Premises for the applicable Extended Term as determined pursuant to Section 40.02; (ii) the Expiration Date of the first Extended Term shall be December 31, 2011 and the Expiration Date of the second Extended Term shall be December 31, 2016; (iii) for purposes of Article 4, the Base Tax Year shall be the Tax 14 Year commencing on July 1, 2006 and ending June 30, 2007 for the first Extended Term and the Tax Year commencing on July 1, 2011 and ending on June 30, 2012 for the Second Extended Term; (iv) for purposes of Article 5, the Base Operating Year shall be the Operating Year commencing on January 1, 2007 and ending on December 31, 2007 for the first Extended Term and the Operating Year commencing on January 1, 2012 and ending on December 31, 2012 for the second Extended Term; (v) with respect to the first Extended Term only, this Article 40 shall be modified to provide for the option to extend the term of this lease for only one additional period of 5 years and (vi) with respect to the second Extended Term only, this Article 40 shall be deleted in its entirety. Tenant and Landlord shall promptly execute and deliver an appropriate modification of this lease to evidence said Extended Terms.
(a) For purposes of this Article 40, in such instances that it is provided that Tenant shall pay a "fair market rent" as Fixed Base Rent, such fair market rent shall be proposed by Landlord giving notice therefor (a "FMR Notice") not later than July 1, 2006 with respect to the first Extended Term and not later than July 1, 2011 with respect to the second Extended Term, and shall exclude amounts allocable to electricity.
(b) Within 15 Business Days after Landlord gives a FMR Notice, Tenant shall notify Landlord as to whether Tenant agrees with Landlord's proposed fair market rent, and if it does not so agree, Tenant shall in such notice submit to Landlord its proposed fair market rent. If Tenant fails to respond as aforesaid within said 15-Business Day period, Tenant shall be deemeddeemed to have agreed to the fair market rent proposed by Landlord.
(c) If Landlord and Tenant do not agree upon the fair market rent within 15 Business Days (the "Negotiation Period") after Tenant delivers its notification to Landlord in accordance with clause (b) above, for all legal purposesthe matter shall be submitted to arbitration in the Borough of Manhattan, City of New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (or any successor organization), subject, however, to have renounced the following modifications:
(i) Landlord and Tenant shall each within 15 Business Days after the expiration of the Negotiation Period select an arbitrator, each of whom shall be a licensed real estate broker with at least ten years experience in the leasing or management of office space in the "Downtown" office market in the Borough of Manhattan. Landlord and Tenant shall each bear the fees and expenses of their respective arbitrators.
(ii) The arbitrators shall be instructed to exercise all Options complete the appraisal procedure and to Renew submit their written determinations to Landlord and Tenant within 30 days after their meeting. If said arbitrators are unable to agree on the fair market rent within such 30-day period, then (A) if the determination by the arbitrator appointed by Landlord is less than 110% of the determination by the arbitrator appointed by Tenant, the fair market rent shall be the average of the two determinations or (B) if otherwise, the arbitrators shall within 10 days after they report their determinations appoint a third arbitrator with similar qualifications to determine the fair market rent. In the event the two arbitrators cannot agree as to the selection of the third arbitrator within 15 Business Days after Landlord and Tenant are notified of the determination of the arbitrators, either party may request that the President of the Real Estate Board of New York Inc. (or any successor organization) appoint the third arbitrator. The fees of the third arbitrator shall be borne equally by Landlord and Tenant.
(iii) The third arbitrator shall be instructed to complete the appraisal procedure and submit a written determination of the fair market rent to Landlord and Tenant within 30 days after such arbitrator's appointment;
(iv) If the difference between the two closest of the three determinations is less than 10% of the determination which have not yet been exercisedis neither the highest nor the lowest determination (the "Middle Determination"), the fair market rent shall be the average of said two determinations. Otherwise, the determination of the third arbitrator shall be the fair market rent.
(v) In rendering such determinations, the arbitrators shall determine the fair market rent that would be agreed upon by Landlord and a new unrelated third party tenant, and these Options in connection therewith shall assume or take into consideration as appropriate all of the following: (A) the Landlord and prospective tenant are typically motivated; (B) the Landlord and prospective tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) a reasonable time under then-existing market conditions has been allowed for exposure of the Premises on the open market; (D) the rent is unaffected by concessions, special financing amounts and/or terms, or unusual services, fees, leasing commissions, costs or credits in connection with the leasing transaction; (E) the Premises are fit for immediate occupancy and use "as-is" and require no additional work by Landlord and that no work has been carried out thereon by the Tenant, its subtenant, or their predecessors in interest during the term which has diminished the rental value of the Premises; (F) in the event the Premises have been destroyed or damaged by fire or other casualty, they have been fully restored; (G) the Premises are to Renew together be let with vacant possession and subject to the provisions of 16 this lease for a 5-year term, except that the arbitrators shall take into consideration that for purposes of Article 4 the Base Tax Year shall be governed by the provisions of Section 40.01(b) and that for purposes of Article 5 the Base Operating Year shall be governed by the provisions of Section 40.01(b); and (H) market rents then being charged for comparable space in other similar office buildings in the same area. In rendering such decision and award, the arbitrator shall not modify the provisions of this lease.
(vi) The decision and award of the arbitrators shall be in writing and be final and conclusive on all parties and counterpart copies thereof shall be delivered to each of said parties. Judgment may be had on the decision and award of the arbitrators so rendered in any court of competent jurisdiction.
(d) In the event that, prior to the determination of the fair market rent for an Extended Term, any payment of Fixed Base Rent is due hereunder, Tenant shall pay (in addition to any Additional Rent then required to be paid by Tenant hereunder) as the Fixed Base Rent hereunder the Fixed Base Rent specified in Landlord's FMR Notice with respect to such Extended Term plus the amount allocable to electricity on a "rent inclusion" basis as determined in accordance with the provisions of this Section lease, subject however to such further increases or decreases as are provided in Article 16 hereof. If the arbitrator determines that the Fixed Base Rent payable pursuant to this Article 40 is less than that set forth in the FMR Notice, then Tenant shall ipso facto become null and void and be entitled to a credit in the amount of no further effect, and its overpayment for such period against subsequent payments of Fixed Base Rent due.
(e) After the Lease shall terminate at the expiry date determination of the then current Termfair market rent (excluding amounts allocable to electricity) by the agreement of Landlord and Tenant, without any rights as provided in Sections 40.02(a) and 40.02(b), or recourses whatsoever by arbitration, as provided in Section 40.02(c), Fixed Base Rent for the applicable Extended Term shall be the sum of (x) the Tenant against fair market rent as so determined, plus (y) the Landlord related theretoamount allocable to electricity on a "rent inclusion" basis as determined in accordance with the provisions of this lease, subject however to such further increases or decreases as are provided in Article 16 hereof."
Appears in 1 contract
Sources: Lease Agreement (Uslife Corp)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Provided Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, and is still occupying the Premises, Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be the Lease in any one or any combination thereof of Tenant’s Premises (defined as the entire third (3rd) floor, the entire second (2nd) floor and any suite leased at the time on the first (1st) floor) for a one (1) additional period of five (5) years minus one (1) day (each a the “Renewal Term”). The Option to Renew must be exercised, commencing on if at all, by written notice (“Election Notice”) from Tenant to Landlord given not more than three hundred sixty five (365) days and not less than two hundred and seventy (270) days prior to the day immediately following expiration of the expiry Fifth Renewal Term. Any such Election Notice given by Tenant to Landlord shall be irrevocable. The Option to Renew and Tenant’s delivery of an Election Notice shall be voidable and of no force or effect at the election of Landlord, exercised in Landlord’s sole and absolute discretion, if (i) an Event of Default is occurring under the Lease, as amended hereby, either at the time Tenant exercises the Option to Renew or as of the commencement of the Renewal Term, or (ii) there is an event occurring which with the giving of notice or the passage of time, or both, would constitute an Event of Default under the Lease, as amended hereby, either at the time of Tenant’s delivery of the Election Notice or at any time from the date of delivery of such Election Notice through the then current time of commencement of the Renewal Term or (iii) if there has been any materially adverse change in the financial condition of the Tenant, as of the commencement of the Renewal Term. Each If Tenant fails to exercise the Option to Renew in a timely manner, as provided for above, then the Option to Renew shall be void and of no force and effect. The validly exercised Renewal Term shall be on upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionLease, save and as amended, except that:
a: (1) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the annual Base Rent payable for during the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Sixth Renewal Term shall be the Base Rent payable during the last year equal to be one hundred (100%) of the then current Term increasedFair Market Rental Rate for space of comparable size, on a cumulative basis, on each anniversary date quality and location; and (2) Tenant shall have no further renewal options pursuant to this Section 11 or any provision of the Lease; and (3) No later than thirty (30) days prior to the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the deposit with Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renewamount, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew that when taken together with the provisions of this Section shall ipso facto become null and void and of no further effectSecurity Deposit, and equals the Lease shall terminate at monthly Base Rent due for the expiry date last month of the then current Renewal Term. Upon the commencement of the Renewal Term, without any rights or recourses whatsoever the term “Security Deposit” shall automatically include such additional Security Deposit and such additional Security Deposit shall be held pursuant to the terms of Article 5 of the Lease.
(a) The right is personal to the Tenant against the Landlord related theretoand may not be exercised by any sublessee or assignee of Tenant.
Appears in 1 contract
Sources: Office Building Lease (GP Investments Acquisition Corp.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the A. Tenant shall have five the right, at its election made in its sole discretion, to extend the Term (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to RenewRenewal Option”) for the Premises and the Expansion Premises additional periods set forth in Section 1.E. (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on provided that each of the day immediately following occurs:
(1) Landlord receives written notice of exercise of the expiry date Renewal Option (the “Renewal Notice”), not less than six (6) full months prior to the expiration of the then current existing Term. Each ; and
(2) There is no Event of Default by Tenant at the time that Tenant delivers the Renewal Notice or at the time Tenant delivers its Binding Notice.
B. The Renewal Term shall be on upon the same terms and conditions as are contained in this Lease except Base Rent shall be the amounts set forth on Exhibit “A” for the first two Renewal Terms, and for all other Renewal Terms shall be at the then Market Rate for the Premises. “Market Rate” for the Premises shall mean the base rent rate (including escalations) that the Premises would be expected to be leased for, for a term commencing on the applicable commencement date and ending on the applicable expiration date, in its then-existing condition, in an arms-length transaction between a willing landlord and tenant in the Lease commercial space market existing on in the date immediately preceding the commencement date vicinity of the Renewal Term in question, save and except that:
aPremises at the time such rate is established. Such determination shall include consideration of (i) the Tenant shall accept the Premises size and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date location of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvementsthe quality of, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termcondition of, and the Options nature of the improvements in, the Buildings, including without limitation, the necessity to Renew remove such improvements, but shall not apply anewexclude the value of improvements installed by Tenant in such Renewal Premises that are to be removed by Tenant at the expiration of the Term; and
d(ii) other Comparable Buildings to the Buildings; (iii) other comparable leasing transactions in comparable locations in the vicinity of the Premises for new leases (with appropriate adjustments for different size premises and different length terms), and the rents and concessions, allowances and commissions granted along with the other terms of such transactions; and (iv) the financial condition of Tenant, provided, however, that in no event shall the Market Rate be less than the rate of Base Rent payable for in effect at the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year expiration of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal existing Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Sources: Absolute Lease Agreement (First Midwest Bancorp Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided Provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current initial Term or the previous Renewal Term, as the case may be. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term (or the previous Renewal Term, as the case may be) increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current initial Term or the Renewal Term, as the case may be. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current initial Term or the Renewal Term, as the case may be, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
OPTION TO RENEW. Subject (a) Landlord hereby grants to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day option (each a the “Renewal Option”) to extend the term of this Lease for an additional period of three (3) years (the “Option Term”), commencing all on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except thatconditions:
a(1) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may The Option must be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premisesexercised, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement dateat all, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof irrevocably exercising the Option (the “Notice of RenewalOption Notice”) delivered by Tenant to be received by the Landlord no not later than six (6) months and not earlier than twelve (12) months prior to the expiry commencement of the applicable Option Term. Further, at Landlord’s option, the Option shall not be deemed to be properly exercised if, as of the date of the then current Option Notice or at or prior to the commencement of the applicable Option Term, (i) Tenant is in default under this Lease, (ii) Tenant has assigned this Lease or sublet any portion of the Leased Premises (other than to an affiliate or subsidiary of Tenant), (iii) Tenant, or Tenant’s affiliate or subsidiary, is in possession of less than all of the square footage of the Leased Premises, or (iv) Tenant has been in default beyond all applicable notice and cure periods at any time during the applicable Term. If Provided Tenant fails to validly exercise an Option to Renewhas properly and timely exercised the Option, the term of this Lease shall be extended for the period of the applicable Option Term, and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that (i) the Tenant Improvements set forth in Exhibit B shall not apply to the Option Term (Tenant shall be deemed, for all legal purposes, accept the Leased Premises in its AS IS condition existing prior to have renounced to exercise all Options to Renew which have not yet been exercisedOption Term), and these Options (ii) the Base Rent shall be modified as set forth in subsection 8.1(a)(2) below.
(2) The Base Rent payable for the initial year of each Option Term shall be the then-current rental rate per rentable square foot (as further defined below, “FMRR”) being agreed to Renew together (with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.annual market increases)
Appears in 1 contract
Sources: Office Building Lease (Aquinox Pharmaceuticals, Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the option to renew this Lease as to the Lease entire Premises then leased hereunder for one (collectively, the “Options to Renew”, and each, an “Option to Renew”1) for the Premises and the Expansion Premises (if any), for further periods additional term of five (5) years eachyears, except for commencing upon the fifth expiration of the initial term of the Lease (5thas such initial term may have been extended pursuant to Paragraph 59.b.(iii) and final Option above, due to Renew which Tenant’s lease of the First Offer Space). The renewal option must be exercised, if at all, by written notice given by Tenant to Landlord not later than twelve (12) months prior to the expiration of the initial term of this Lease. Notwithstanding the foregoing, at Landlord’s election, this renewal option shall be for a null and void and Tenant shall have no right to renew this Lease if (i) as of the date immediately preceding the commencement of the renewal period the Tenant originally named herein (and/or an Affiliate thereof to which this Lease has been assigned pursuant to Paragraph 13.h. above) is not the Tenant hereunder or, is the Tenant hereunder, but has sublet more than fifty percent (50%) of five the Premises then demised hereunder to one or more subtenants (5) years minus one (1) day (each a “Renewal Term”other than an Affiliate), commencing or does not intend to continue to occupy at least fifty percent (50%) of the Premises (but intends to assign this Lease or to sublet more than a total of fifty percent (50%) of the space, other than to an Affiliate), or (ii) on the day immediately following date Tenant exercises the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing option or on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the renewal period Tenant shall accept the Premises and the Expansion Premises there exists an uncured monetary Event of Default or an uncured material non-monetary Event of Default (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period a monetary breach or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions material non-monetary breach of this Section shall ipso facto become null and void and Lease by Tenant that subsequently matures into an Event of no further effect, and Default due to Tenant’s failure to cure the Lease shall terminate at breach within the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoapplicable notice and/or cure period).
Appears in 1 contract
Sources: Office Lease (Zscaler, Inc.)
OPTION TO RENEW. Subject Landlord hereby grants Tenant two successive options to renew the Lease term, upon the following terms and conditions:
(a) Each renewal term shall be for three (3) years, commencing on the next day following the expiration date of the Lease term (i.e., with respect to the provisions first renewal option, the last day of Section 5 the initial three (3) year Lease term and, with respect to the second renewal option (assuming that the first renewal option was exercised), the last day of this Schedule “A”, provided the Lease is term as extended by the first renewal option) and expiring at midnight on the day preceding the third (3rd) anniversary of the commencement date of such renewal term;
(b) Tenant must exercise a renewal option, if at all, upon at least twelve (12) months' written notice to Landlord prior to the expiration date of the then current Lease term, it being understood that Tenant shall have no right to exercise the second renewal option if Tenant has not exercised the first renewal option;
(c) At the time Tenant delivers its notice exercising a renewal option this Lease must be in full force and effect, Tenant must not have assigned this Lease or sublet more than ten percent (10%) of the area of the Premises to an entity other than a transferee contemplated by the last sentence of Paragraph 11, and further no Event of Default shall have occurred and be continuing hereunder;
(d) The renewal term shall be upon the same terms, covenants and conditions contained in this Lease, provided that (i) the annual base rent for the renewal term shall be the Fair Market Rent of the Premises as of the commencement of the applicable renewal term, but in no event less than the annual base rent in effect immediately prior to commencement of such renewal term, and (ii) Tenant's renewal options shall be limited to the two renewal options specifically granted in this paragraph; and
(e) If Tenant is STRONG/MDI SCREEN SYSTEMSexercises a renewal option, INC. itself personallyTenant shall execute such instrument as Landlord may require to confirm such exercise, has not assigned the extension of the Lease or term as provided herein and the subleased annual base rent payable during the Premisesapplicable renewal term.
(f) As used in this Paragraph, or "FAIR MARKET RENT" shall mean the amount of annual base rent, expressed in dollars and cents per rentable square foot, equal to the market rental than being negotiated for comparable space in Class A warehouse/distribution buildings in the Gloucester County sub-market. In the event that Landlord and Tenant are unable to agree on the Fair Market Rent for a portion thereofrenewal term within thirty (30) days after Tenant's exercise of its renewal option, either party may require determination of the Fair Market Rent for such renewal term by giving written notice to that effect to the other party, which notice shall designate a real estate broker selected by the initiating party experienced in the warehouse/distribution leasing business in the Gloucester County sub-market. If within sixty (60) days after Tenant's exercise of a renewal option (i) the parties have not agreed in writing on the Fair Market Rent, and (ii) neither party has given notice pursuant to the preceding sentence requiring determination of the Fair Market Rent, Tenant's exercise of such renewal option shall be deemed rescinded and this option to renew terminated. If written notice requiring determination of the Fair Market Rent is timely given, then within fifteen (15) days after receipt of such NOTICE, THE other party to this Lease shall select a real estate broker meeting the same requirements and give written notice of such selection to the initiating party. Within fifteen (15) days after selection of the second broker, the two (2) real estate brokers so selected shall select a third real estate broker experienced in the warehouse/distribution leasing business in the Gloucester County sub-market who (and whose firm) is not then in default employed as an exclusive leasing broker or management agent by either party or any of executing its obligations under their respective affiliates within the Lease, southern New Jersey area. Each of the Tenant three (3) brokers shall have five (5) options to renew determine the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) Fair Market Rent rate for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Termrenewal term for a term equal to the renewal term within fifteen (15) days after the appointment of the third broker. The Fair Market Rent shall be equal to the arithmetic average of such three determinations; provided, commencing on said commencement datehowever, by two that if any such broker's determination deviates more than five percent (5%) from the median of such determinations the Fair Market Rent shall be an amount equal to the average of the two (2%)) closest determinations. In order Landlord shall pay the costs and fees of Landlord's broker in connection with any determination hereunder, and Tenant shall pay the costs and fees of Tenant's broker in connection with such determination. The cost and fees of the third broker shall be paid one-half by Landlord and one-half by Tenant. If a party fails to validly exercise its Option to Renewdesignate a real estate broker within the time period required by this paragraph, the Tenant "third" real estate broker shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received selected by the Landlord no earlier than twelve (12) months prior to broker designated by the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercisedinitiating party, and these Options to Renew together with those two brokers shall determine the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoFair Market Rental by averaging their determinations.
Appears in 1 contract
Sources: Lease Agreement (Microage Inc /De/)
OPTION TO RENEW. Subject Provided that (a) No Event of Default exists either (i) on the date that Tenant exercises the Option to Renew granted under this Section, or (ii) at the provisions expiration of the initial Term (unless such default is waived in writing by Landlord), (b) the original Tenant hereunder or an Affiliate, in accordance with Section 5 of this Schedule “A”28(i), provided is then leasing the Lease is in full force and effectentire Premises, and further provided (c) the original Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, hereunder has not sublet or assigned any of its interest in the Lease or the subleased the PremisesPremises except as approved in Section 28, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the right and option, by giving notice as set forth below, to extend and renew the term of the Lease (collectively, the “Options to Renew”, and each, an “"Option to Renew”") for the Premises and the Expansion Premises one (if any), for further periods 1) additional term of five (5) years each, except for (the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “"Renewal Term”), commencing ") beginning on the day immediately following the expiry date expiration of the then current Term. Each Renewal Term shall be on and upon the same terms covenants and conditions as are contained herein set forth, except that the Annual Base Rent shall be the greater of (a) the then prevailing market rate for similar space in similar buildings in the Fairfax County, Virginia area as negotiated in good faith by Landlord and Tenant, or (b) the Annual Base Rent in effect for the Lease existing on the date Year immediately preceding the commencement date of prior to the Renewal Term and increased by the annual increase in questioneffect during the Term, save and except that:
a) and, unless otherwise specified in the amendment evidencing the Renewal Term, Annual Base Rent shall continue to be increased by the annual increase in effect during the Term. Notwithstanding the foregoing, Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing not be entitled to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications any additional renewal terms subsequent to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew Tenant shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premisesbe entitled to any rent waivers, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable Tenant allowances or tenant improvements otherwise applicable during the last year initial term of this Lease. If Tenant desires to exercise the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the give Landlord a prior written notice of its exercise thereof at least nine (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (129) months prior to the expiry date expiration of the then current Term. If All rights of Tenant fails to validly the Renewal Term hereof shall automatically terminate and be of no further force or effect upon the earlier to occur of: (w) the early termination of the Lease, (x) Tenant's failure to timely or properly exercise an the Option to Renew, (y) the assignment or subletting of any interest of the original Tenant hereunder in the Lease or the Premises except as provided in Section 28, or (z) the termination of Tenant's right to possession of the Premises. If the Option to Renew is properly exercised, Landlord and Tenant shall be deemed, for all legal purposes, execute an amendment to have renounced the Lease to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with confirm the provisions of this Section shall ipso facto become null and void and of no further effect, Renewal Term and the Lease shall terminate at the expiry date terms and conditions of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretosaid extended term.
Appears in 1 contract
Sources: Deed of Lease (Identix Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of (A) Provided that: (i) this Schedule “A”, provided the Lease is shall be in full force and effect; (ii) as of the date of the Renewal Notice (as hereinafter defined) and as of the Expiration Date, there shall not then be an existing default under this Lease beyond any applicable notice and further provided cure periods; and (iii) as of the date of the Renewal Notice and as of the Expiration Date, Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned named herein and/or a Related Transferee shall be in actual physical occupancy of no less than eighty percent (80%) of the Lease or rentable area of the subleased the Demised Premises, or a portion thereofsubject to casualty and condemnation, and is not then in default of executing its obligations under the Lease, the Tenant shall have one (1) option to extend the Term of this Lease for a five (5) options to renew year period (the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), ) commencing on the day immediately following the expiry date Expiration Date and ending on the fifth (5th) anniversary of the then current TermExpiration Date set forth in this Lease. Each Such option shall be exercisable by written notice (the “Renewal Notice”) given to Owner not later than the day which is fourteen (14) months prior to the Expiration Date set forth in this Lease (with time being of the essence). Notwithstanding the foregoing, Owner, in its sole discretion, may waive any default by Tenant and any failure of Tenant to satisfy the occupancy requirement set forth in clause (iii) of this Paragraph 46(A), and no such default or failure to satisfy such occupancy requirement may be used by Tenant to negate the effectiveness of Tenant’s exercise of such option. The Renewal Term shall constitute an extension of the term of this Lease and shall be on upon all of the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionterm hereof, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises that (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
cI) there shall be no further extension option to renew the term of this Lease in the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew (II) Owner shall not apply anew; and
dbe required to furnish any materials or perform any work to prepare the Demised Premises for Tenant’s continued occupancy and Owner shall not be required to reimburse Tenant for any Alterations made or to be made by or on behalf of Tenant, and (III) the Base Basic Annual Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be payable at a rate per annum equal to the Base Rent payable during Fair Rental Value (as hereinafter defined) for the last year Demised Premises as of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date first day of the Renewal Term. During the Renewal Term, commencing on said commencement dateall Escalation Rent that Tenant is obligated to pay under Article 1 of this Lease during the existing term hereof shall continue without interruption, by two percent (2%)it being the intention of the parties hereto that the Renewal Term shall be deemed a part of and continuation of the existing term of this Lease for such purpose. In order “Fair Rental Value” means the fixed annual rent that a willing tenant would pay pursuant to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (direct lease and a willing Owner would accept as the “Notice of Renewal”) to be received by Basic Annual Rent” for the Landlord no earlier than twelve Demised Premises (12) months prior to with the expiry date Ground Floor Premises bearing office rental rates like the floors of the then Office Premises) for the Renewal Term pursuant to a direct lease during the Renewal Term, determined on the basis of then-current Term. If Tenant fails prevailing rent in the Building on a direct-lease basis, taking into account all relevant factors, whether favorable to validly exercise an Option to RenewOwner or Tenant, including that the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, Base Tax Amount and the Lease Base Operating Amount remain unchanged and no other concessions are included (unless Owner shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoclearly set forth such proposed concessions in Owner’s sole discretion).
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the A. Provided Tenant is STRONG/MDI SCREEN SYSTEMSnot in Default at the time Tenant delivers a Renewal Notice (defined below) or as of the commencement of the applicable Renewal Term (defined below), INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five two (52) options to renew the Lease (collectively, the “Options to Renew”, and each, an a “Option to RenewRenewal Option”) the Term of this Lease for the Premises and the Expansion Premises (if any), for further periods a term of five (5) years each (each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on for the day immediately following the expiry date portion of the then current Term. Each Premises being leased by Tenant as of the date the Renewal Term shall be is to commence, on the same terms and conditions set forth in this Lease, except as are contained in modified by the Lease existing on terms, covenants and conditions as set forth below:
1. If Tenant elects to exercise the applicable Renewal Option, then Tenant shall provide Landlord with written notice no earlier than the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
awhich is fifteen months (15) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications prior to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year expiration of the then current Term increased, on a cumulative basis, on each anniversary of this Lease but no later than the date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than which is twelve (12) months prior to the expiry expiration of the then current Term of this Lease (the “Renewal Notice”). If Tenant fails to provide such notice, Tenant shall have no further right to extend or renew the Term of this Lease.
2. The Base Rent in effect (i) during the first Renewal Term shall be 95% of the Prevailing Market Rate (defined below), and (ii) during the second Renewal Term, if any, shall be 100% of the Prevailing Market Rate. Without triggering the exercise by Tenant of the Renewal Option and not more than once, Tenant, may also request and Landlord shall provide (within thirty (30) days after receipt of Tenant’s written request therefor), for informational purposes only, Landlord’s good faith estimate, as of the date of Tenant’s request, of the Base Rent applicable to the Renewal Term; provided, however, that such good faith estimate shall not be binding on Landlord and the Base Rent applicable to the Renewal Term shall be determined as set forth in this Section 36 at the time that Tenant actually exercises its Renewal Option in accordance with this Section. Said request for the new Base Rent (including any request made pursuant to the immediately preceding sentence) shall be made no earlier than thirty (30) days prior to the first date on which Tenant may exercise its Renewal Option under this Section 36.
(a) Landlord shall advise Tenant of Landlord’s good faith determination of the new Base Rent for the Premises no later than thirty (30) days after Tenant’s delivery of a Renewal Notice. If Tenant disagrees with Landlord’s determination, Tenant may notify Landlord, and, thereafter, the parties shall, in good faith, negotiate in an attempt to reach agreement upon the applicable Base Rent for the Premises for the applicable Renewal Term. If, however, Tenant and Landlord are unable to agree on the Base Rent rate for a Renewal Term not later than sixty (60) days prior to the expiration of the then current Term, then Landlord and Tenant, within five (5) days after such date, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Prevailing Market Rate for the Premises during the Renewal Term (collectively referred to as the “Estimates”). If the higher of such Estimates is not more than 105% of the lower of such Estimates, then the Prevailing Market rate shall be the average of the two Estimates. If the Prevailing Market rate is not established by the exchange of Estimates, then, within seven (7) days after the exchange of Estimates, Landlord and Tenant shall each select an appraiser to determine which of the two Estimates most closely reflects the Prevailing Market rate for the Premises during the Renewal Term. Each appraiser so selected shall be certified as an MAI appraiser or as an ASA appraiser and shall have had at least five (5) years experience within the previous ten (10) years as a real estate appraiser working in the San Mateo/▇▇▇▇▇▇ City/Redwood Shores, California area, with working knowledge of current rental rates and practices. For purposes hereof, an “MAI” appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar), and an “ASA” appraiser means an individual who holds the Senior Member designation conferred by, and is an independent member of, the American Society of Appraisers (or its successor organization, or, in the event there is no successor organization, the organization and designation most similar).
(b) Upon selection, Landlord’s and Tenant’s appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Prevailing Market Rate for the Premises. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant. If either Landlord or Tenant fails to appoint an appraiser within the seven (7) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Prevailing Market Rate within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser (i.e., the arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his or her determination of which of the two Estimates most closely reflects the Prevailing Market Rate and such Estimate shall be binding on both Landlord and Tenant as the Prevailing Market Rate for the Premises. If the arbitrator believes that expert advice would materially assist him or her, he or she may retain one or more qualified persons to provide such expert advice. The parties shall share equally in the costs of the arbitrator and of any experts retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert.
(c) If the Prevailing Market Rate has not been determined by the commencement date of the applicable Renewal Term, Tenant shall pay Base Rent upon the terms and conditions in effect during the last month of the then current Term until such time as the Prevailing Market Rate has been determined. Upon such determination, the Base Rent for the Premises shall be retroactively adjusted to the commencement of such Renewal Term.
B. This Renewal Option is not transferable; the parties hereto acknowledge and agree that they intend that the aforesaid option to renew this Lease shall be “personal” to Tenant as set forth above and that in no event will any assignee (other than a Permitted Transferee) or sublessee have any rights to exercise this Renewal Option.
C. If Tenant fails to validly exercise an Option to Renewthe first Renewal Option, the Tenant shall be deemedhave no further right extend the Term of this Lease. In addition, if both Renewal Options are validly exercised or if Tenant fails to validly exercise the second Renewal Option, Tenant shall have no further right to extend the term of this Lease.
D. For purposes of the Renewal Option, “Prevailing Market Rate” shall mean the arms’ length fair market annual rental rate per rentable square foot under new leases entered into on or about the date on which the Prevailing Market Rate being determined hereunder for all legal purposesspace comparable to the Premises in the Building and buildings comparable to the Building in the San Mateo/▇▇▇▇▇▇ City/Redwood Shores, California area as of the date the Renewal Term is to have renounced to exercise all Options to Renew which have not yet been exercisedcommence, and these Options to Renew together with taking into account the specific provisions of this Section shall ipso facto become null and void and of no further effectLease which will remain constant, and including, without limitation, that the Lease shall terminate continue to provide that there shall be no additional rent or charge for parking during the Renewal Term. The determination of Prevailing Market shall take into account any material economic differences between the terms of this Lease and any comparison lease or amendment, such as rent abatements, construction costs (but disregarding any core and shell modifications or tenant improvements that are above-standard office improvements paid for by Tenant) and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes, as well as relevant information contained in leases being entered into in the applicable geographic area at the expiry date time that Prevailing Market is being determined pursuant to the terms of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretothis Lease.
Appears in 1 contract
OPTION TO RENEW. Subject to (a) Effective on the provisions Additional Leased Premises Term Commencement Date, Section 8.1(a) of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, shall be replaced in its entirety with the following (the remainder of Section 8.1 shall remain unchanged, except as set forth below): “Landlord hereby grants to Tenant shall have five one (51) options to renew the Lease option (collectively, the “Options to Renew”, and each, an “Option to RenewOption”) to extend the term of this Lease for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a an additional period of five (5) years minus one (1) day (each a the “Renewal Option Term”), commencing all on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be terms and conditions:”
(b) Effective on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Additional Leased Premises Term in questionCommencement Date, save and except that:
aSection 8.1(a)(1) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there , as amended by Paragraph 9 of the First Amendment, shall be no fixturing periodreplaced in its entirety with the following (the remainder of Section 8.1 shall remain unchanged, no allowanceexcept as set forth above): “Tenant shall have the right to exercise the Option, no free rent periodin its sole discretion, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Leased Premises (excluding meaning the Expansion Premisesentire Building and not a portion thereof). The Option must be exercised, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement dateat all, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof irrevocably exercising the Option (the “Notice of RenewalOption Notice”) delivered by Tenant to be received by the Landlord no not earlier than twelve (12) months and not later than nine (9) months prior to the expiry Term Expiration Date (as defined in Paragraph 4 of the Second Amendment). Further, the Option shall not be deemed to be properly exercised if, as of the date of the then current TermOption Notice or at the Term Expiration Date, (i) Tenant is in default under this Lease with any applicable notice and cure periods having expired, (ii) Tenant has assigned this Lease or its interest therein (other than to an affiliate or subsidiary of Tenant), or (iii) Tenant, or Tenant’s affiliate or subsidiary, is in possession of less than fifty percent (50%) of the square footage of the Leased Premises. If Provided Tenant fails to validly exercise an Option to Renewhas properly and timely exercised the Option, the term of this Lease shall be extended for the period of the Option Term, and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that (i) the tenant improvements set forth in Exhibit B, Exhibit F, or Exhibit F shall not apply to the Option Term (Tenant shall be deemed, for all legal purposes, accept the Leased Premises in its AS IS condition existing prior to have renounced to exercise all Options to Renew which have not yet been exercisedthe Option Term), and these Options to Renew together with (ii) the provisions of this Section Base Rent for the Leased Premises shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretobe modified as set forth in subsection 8.1(a)(2) below.”
Appears in 1 contract
OPTION TO RENEW. Subject (a) Provided that the Tenant shall have observed and performed all the terms conditions and agreements in this Agreement and on the Tenant’s part to he observed and performed up to the provisions expiration of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the LeaseTerm, the Tenant shall have five (5) options an option to renew this Agreement at the Lease expiration of the Term:-
(collectively, the “Options to Renew”, and each, an i) for a further term of three (3) years (“Option to RenewPeriod”) for commencing immediately upon the Premises and the Expansion Premises expiration of this Agreement;
(if any), for further periods of five (5ii) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, this Agreement save and except that:
afor (1) the Tenant shall accept amount of rent reserved by this Agreement and other charges payable hereunder, (2) the Premises and the Expansion Premises provisions relating to rent-free period (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required which shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
bremoved) and there shall be no fixturing periodrent free period during the Option Period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
cand (3) this Special Condition relating to option to renew (which shall be removed) and there shall be no further extension of option to renew granted to the Term or renewal of the Lease beyond the fifth (5th) Renewal TermTenant, and the Options Tenant shall provide for the payment of deposit equivalent to Renew three (3) months of the rent, rates and Management Fee and Air-Conditioning Charges payable in respect of the Premises for the Option Period upon signing of the tenancy agreement in respect of the Option Period or upon the commencement of the Option Period (whichever shall not apply anewbe earlier); and
d(iii) upon giving prior written notice to the Base Rent payable Landlord such notice to be given not more than seven (7) months and not less than six (6) months before the expiration of this Agreement.
(b) The monthly rent for the Premises Option Period payable upon the commencement of the Option Period (excluding “the Expansion Premises, if any, for which no Base Rent is payablerevised rent”) during each Renewal Term shall be prevailing open market rent ascertained pursuant to the Base Rent payable during provisions as stated hereunder.
(c) If the last year of Tenant shall not have exercised its option to renew within the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renewtime as hereinbefore mentioned, the Tenant shall provide yield up vacant possession of the whole of the Premises to the Landlord upon the expiration of the Term in the manner provided for in this Agreement.
(i) The new monthly rent shall be payable monthly in advance on the first day of each and every calendar month without any deduction or right to set-off (at common law or equity or otherwise).
(ii) The revised rent shall be exclusive of rates, Management Fee and Air-Conditioning Charges and all Tenant’s expenses and outgoings.
(e) Following upon the making of the Tenant’s notice for exercising its option to renew within the time as aforesaid, the Landlord and the Tenant shall not later than three (3) months before the expiration of this Agreement endeavour to agree in writing the revised rent but in the event that they fail so to do within one (1) month then either party shall serve a prior written notice of its exercise thereof upon the other calling for an independent valuer (the “Notice of RenewalValuer”) to be received appointed to determine the revised rent. The Valuer may be appointed by agreement between the Landlord and the Tenant or in default of agreement on such appointment within one (1) month of the service of such notice, either party shall be entitled to request the President for the time being of the Hong Kong Institute of Surveyors to appoint the Valuer to determine the revised rent whose decision shall be final and binding on the parties thereto. The Valuer shall act as an expert and not as an arbitrator in determining the revised rent and the revised rent to be determined by the Landlord Valuer should be the prevailing open market rent at the commencement of the Option Period for the Premises :-
(i) on the following assumptions at that date:
(A) that the Premises are fit for immediate occupation and use and that no earlier than twelve (12) months prior work has been carried out to the expiry date Premises during the Term which has diminished the rental value of the then current Term. If Tenant fails Premises and that in case the Premises have been destroyed or damaged they have been fully restored;
(B) that the Premises are available to validly exercise an Option let by a willing landlord to Renew, the Tenant shall be deemed, for all legal purposes, a willing tenant as a whole without a premium but with vacant possession and subject to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section Agreement (other than such provisions as mentioned in sub-clause (a)(ii) of this Special Condition) for a term equal to the Option Period;
(C) that the obligations in this Agreement have been fully performed and observed;
(D) that the revised rent would be payable after the expiry or making of any rent free period or other concession which might be made on a new letting with vacant possession to an incoming tenant solely to take account of any period within which its fitting-out works would take place
(ii) but disregarding:
(A) any effect on rent of the fact that the Tenant has been in occupation of the Premises;
(B) any goodwill attached to the Premises by reason of the Tenant carrying on its business at the Premises;
(C) any effect on rental value of the Premises attributable to the existence at the commencement of the Option Period of any improvement to the Premises or any part thereof carried out by the Tenant and not in pursuance of an obligation to the Landlord or its predecessors in title by the Tenant hereunder.
(i) The fees and expenses of the Valuer including the cost of his appointment shall ipso facto become null and void and of no further effect, be borne equally by the Landlord and the Lease Tenant who shall terminate otherwise each bear their own costs and expenses.
(ii) The Valuer shall afford to each of the parties an opportunity to make representations to him.
(iii) If the Valuer shall die delay or become unwilling or incapable of acting or if for any other reason the President for the time being of the Hong Kong Institute of Surveyors or the person acting on his behalf shall in his absolute discretion think fit he may in writing discharge the Valuer and appoint another in his place.
(g) When the amount of the revised rent shall have been ascertained in accordance with the above provisions, the Landlord and the Tenant shall execute a new tenancy agreement in respect of the Premises incorporating the new terms and conditions in the form prepared by the Landlord and in respect of which the parties shall bear their own costs and expenses.
(i) If the revised rent payable on and from the commencement of the Option Period has not been agreed or determined by that date, rent shall continue to be payable at the expiry rate payable immediately before the commencement of the Option Period on account for the revised rent and immediately upon the revised rent being ascertained the Tenant or the Landlord (as the case may be) shall pay to the other party any shortfall or surplus (as the case may be) between the rent paid and the revised rent payable for the period between the commencement of the Option Period and the date on which the revised rent is ascertained.
(ii) For the purposes of this proviso the revised rent shall have been ascertained on the date when the same has been agreed between the parties or the date of the then current Termdetermination by the Valuer, without any rights or recourses whatsoever of the Tenant against the Landlord related theretowhose determination shall be final and binding.
Appears in 1 contract
Sources: Tenancy Agreement (ANEW HEALTH LTD)
OPTION TO RENEW. Subject Provided that:
(a) the Tenant pays the Rent and all other monies payable by it under this Lease and performs and has consistently performed all of its obligations under this Lease punctually and in accordance with this Lease and is otherwise not in default of any of its obligations to the provisions of Section 5 of this Schedule “A”Landlord, provided and
(b) the Lease is in full force and effect, and further provided the original Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the this Lease or the subleased sublet or permitted a change in occupancy or other Transfer of the Premises, or a portion thereofand
(c) there has been no change in Control of the Tenant, and is not then in default of executing its obligations under the Lease, the Tenant shall will have five (5) options the option of renewing this Lease by notice in writing given to renew the Lease (collectively, Landlord not later than 6 months nor earlier than 8 months prior to the “Options to Renew”, and each, expiry of the Term for an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods additional two term of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained set out in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Lease, save and except that:
a(i) any renewal of this Lease will be limited to five years each and will be limited to two in number, and there will be no further renewals,
(ii) the Tenant shall accept Basic Rent to be paid during each renewal term will be the Premises and fair market rent at the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date time of the Renewal Term in questionexercise of the option for space of comparable size, the Tenant hereby renouncing quality and location to all legal warranties related thereto; the Landlord having no work to perform in that of the Premises, as determined by agreement between the Landlord and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its costwith or without the assistance of mediation, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options if they fail to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) agree within 3 months prior to the expiry date expiration of the existing Term, then current Termthe Basic Rent will be determined by a single arbitrator appointed under the Commercial Arbitration Act, as such legislation may be amended or substituted from time to time, whose decision will be final and binding upon the Landlord and the Tenant. If The cost of the arbitration will be borne by the Landlord and the Tenant fails to validly exercise an Option to Renewequally. In any event the Basic Rent for any renewal term will not be less than the Basic Rent applicable during the most recent year, and
(iii) concerning any renewal term, the Tenant shall be deemed, for all legal purposes, Landlord will have no obligation to have renounced pay or provide to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against any allowance, concession or inducement of any nature, or provide any free rent or discounted rent of any nature, or provide any fixturing period, or do or perform any work in the Landlord related theretoPremises.
Appears in 1 contract
Sources: Lease Agreement (Sea 2 Sky Corp)
OPTION TO RENEW. Subject to Paragraph 42 of the provisions Original Lease and Section 7 of Section 5 of this Schedule “A”, provided the Lease First Amendment are hereby deleted in their entirety. Upon the conditions that (i) no Default is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations continuing under the Lease, as hereby amended, at the time of exercise or at the commencement of the option term, and (ii) the Original Tenant (and/or any Affiliates of the Original Tenant that are occupying the Premises as subtenants of the Original Tenant) continues to physically occupy the entire Premises, then Tenant shall have five (5) options the option to renew extend the Term of the Lease (collectively, for all space then under lease to Tenant in the “Options to Renew”, and each, an “Option to Renew”) Building for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day additional period of seven (each a 7) years (the “Renewal Extension Term”) following the Initial Expiration Date (the “Extension Option”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior giving written notice of its exercise thereof (the “Notice of RenewalExercise Notice”) to be received by Landlord irrevocably exercising the Landlord no earlier than twelve Extension Option at least eighteen (1218) months prior to the expiry date expiration of the then current Term of the Lease. Paragraph 43 of the Original Lease shall apply with respect to the Extension Term, except as follows:
8.1. If Tenant fails to validly exercise an Option to Renew, The introductory grammatical paragraph of Paragraph 43 of the Tenant Original Lease is hereby deleted in its entirety and replaced with the following; “The initial Monthly Base Rent during the Extension Term shall be deemedthe Fair Market Rental Value for the Premises as of the commencement of the Extension Term, as determined below:”
8.2. All references in Paragraph 43 of the Original Lease to “the Expiration Date” shall be deemed to be references to the Extended Expiration Date of February 28, 2021, and all references in Paragraph 43 of the Original Lease to “the Lease Term” shall be deemed to be references to the Term of the Lease, as extended by this Second Amendment.
8.3. Notwithstanding anything contained in the Lease to the contrary, for all legal purposespurposes of the Extension Option, Fair Market Rent will be determined without regard for the Monthly Base Rent being paid by Tenant pursuant to have renounced to exercise all Options to Renew which have not yet been the Lease, as hereby amended, at the time the Extension Option is exercised, and these Options may be lower than the Monthly Base Rent being paid by Tenant during the last month of the Initial Term. In addition, all references to Renew together the “Mid- Peninsula area” are hereby deleted and replaced with references to the provisions “Sunnyvale/Mountain View/Santa ▇▇▇▇▇ submarkets”.
8.4. Paragraph 43(f) of this Section the Original Lease is hereby deleted in its entirety. From and after the commencement of the Extension Term, all of the other terms, covenants and conditions of the Lease, as hereby amended, shall ipso facto become null and void and of also apply; provided, however, that Tenant shall have no further effect, and rights to extend the Lease shall terminate at the expiry date Term of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoLease.
Appears in 1 contract
Sources: Lease Agreement (Broadcom Corp)
OPTION TO RENEW. Subject to the provisions of Section 5 of 43.1 Provided that this Schedule “A”, provided the Lease is in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then currently in default of executing its obligations under the Leasehereunder, the Tenant shall have five the option to extend the original term of this Lease for one (51) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a extension period of five (5) years minus one (1) day (each a “"Renewal Term”), ") commencing on upon the day immediately following the expiry date expiration of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date original term of the Renewal Term in questionthis Lease, save and except that:
a) the provided that Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the give Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of the exercise of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than option at least twelve (12) months prior to the expiry date of the then current TermExpiration Date. If Tenant fails to validly exercise an Option to Renew, the Tenant The Renewal Term shall be deemedon the same terms, covenants and conditions as are contained in this Lease for all legal purposesthe original term except for:
(i) the provisions of Section 1.4
(a) respecting the fixed rent, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together shall be payable during the Renewal Term in accordance with the provisions of Section 43.2;
(ii) the provisions of Section 1.4(c);
(iii) the covenants relative to the preparation of the Demised Premises by Landlord contained in Article 3 of this Lease;
(iv) the Tenant Improvement Allowance contained in Article 42 of this Lease;
(v) the Option to Renew contained in this Article 43; none of which shall be applicable to the Renewal Term. In addition, following Tenant's exercise of the option to extend the original term of this Lease for the Renewal Term, the Expiration Date referred to in Section 1.3 shall ipso facto become null and void and be deemed to be the last day of the Renewal Term or such earlier date upon which the term of this Lease may expire or be canceled or terminated. In no event shall Tenant shall have any further effectright of renewal beyond the Renewal Term. Any termination or expiration of this Lease during the original term shall terminate all rights of renewal hereunder.
43.2 The provisions of Section 1.4 of this Lease shall not be applicable to the Renewal Term. The fixed rent payable during each year of the Renewal Term shall be the amount determined by (a) multiplying Thirty-Eight Dollars ($38.00) by the number of rentable square feet then contained in the Demise Premises, and adding thereto (b) the Lease amount determined by multiplying the number of rentable square feet then contained in the Demised Premises by the amount of all increases in the Electrical Charge or Adjusted Electrical Charge pursuant to Article 16 of this Lease, provided, however, that in no event shall terminate at the expiry date of fixed rent during the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoRenewal Term be less than One Million Five Hundred Seventy Thousand One Hundred Sixty Dollars.
Appears in 1 contract
Sources: Lease (Merit Behavioral Care Corp)
OPTION TO RENEW. Subject to (a) If the provisions of Section 5 term of this Schedule “A”, provided the Lease is shall then be in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing complied fully with its obligations under the Leasehereunder, the Tenant shall have five the option to extend the term of this Lease for one period of three (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (53) years each, except for (the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “‘Renewal Term”), ’) commencing on the day immediately following the expiry date Expiration Date; provided, however, that Tenant shall give Landlord notice of its election to extend the term no later than sixty (60) days prior to the Expiration Date of the then current Term. Each This Lease may continue for two (2) successive Renewal Terms and will be renewed at the end of each Renewal Term; provided, however that, Tenant shall give Landlord notice of its election to extend the term no later than sixty (60) days prior to the Expiration Date of the Renewal Term.
(b) Any extension of the term of this Lease shall be upon the same terms, covenants and conditions, as herein set forth, except that the Fixed Basic Rent shall be $5,100 per month for the first Renewal Term ($5.10 annual per square foot rent based on 12,000 gross rentable square feet), subject to any Property Tax Adjustment, and $5,400 per month for the second Renewal Term ($5.40 annual per square foot rent based on 12,000 gross rentable square feet), subject to any Property Tax Adjustment. If Tenant shall duly give notice of its election to extend the term of this Lease, the Renewal Term shall be on the same terms added to and conditions as are contained in the Lease existing on the date immediately preceding the commencement date become a part of the Renewal Term of this Lease (but shall not be considered a part of the initial Term), and any reference in question, save and except that:
a) this Lease to the Tenant shall accept the Premises and the Expansion Premises (if any) “as isTerm of this Lease”, the “Term hereof”, or any similar expression shall be deemed to include such Renewal Term, and, in their state and condition existing on the commencement date of the Renewal Term in questionaddition, the Tenant hereby renouncing to all legal warranties related thereto; term “Expiration Date” shall thereafter mean the last day of such Renewal Term. Landlord having shall have no work obligation to perform any alteration or preparatory or other work in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, provide a tenant improvement allowance and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of continue possession thereof in its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto"as is" condition.
Appears in 1 contract
Sources: Building Lease (Integrated Environmental Technologies, Ltd.)
OPTION TO RENEW. Subject to the provisions of Section 5 of (A) If this Schedule “A”, provided the Lease is then still in full force and effect, and further provided the if Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is shall not then be in default under any of executing its obligations under the Leasematerial terms of this Lease (after any applicable notice and cure periods), the initial Term of this Lease may be extended for two additional consecutive periods of (2) years each (each such 2-year period is referred to herein as the “Extended term”). Tenant shall have five give written notice to Landlord of its desire to elect to extend the Term (5) options the exercise of either election is referred to renew the Lease (collectively, the “Options to Renew”, and each, herein as an “Option to Renew”) for to include the Premises Extended Term by not later than March 1, 2015, in the case of the first 2-year option to renew period that would begin on September 1, 2015 and end on August 31, 2017 (the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final First Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal TermPeriod”), commencing on and March 1, 2017, in the day immediately following the expiry date case of the then current Termsecond 2-year option to renew period that would begin on September 1, 2017 and end on August 31, 2019 (the “Second Option Period”); provided that the Section Option Period may only be exercised by Tenant if the First Option Period had previously been exercised. Each Renewal If Tenant does not give timely written notice to Landlord of its election to extend the Term shall be on for the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal particular Extended Term in question, save with time being of the essence, the Term shall expire and this Lease shall terminate as of the end of the Fixed Expiration Date, or as of the end of the First Option Period if the First Option Period had previously been exercised pursuant to the first Option to Renew. If the Term is extended for either or both of the Extended Terms, all of the same terms, provisions and conditions set forth in the Lease shall continue in full force and effect, except that:
a) that in each case the Tenant “Base Rent” shall accept be equal to the Premises and then prevailing market rent for comparable space in the Expansion geographic locality of the Leased Premises (if any“Market Rent”). If the Parties reasonably cannot agree on what Market Rent is, then each party shall select a qualified professional broker or appraiser to determine the fair rental value for the Premises. If the fair rental value as determined by each party’s professional shall be within five percent (5%) “as is”, in their state and condition existing on the commencement date of the Renewal Term in questionother professional’s determination, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base then Market Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during average of those two values. If the last year two professionals’ determinations of fair rental value are not within five percent (5%) of each other, then the two professionals shall select a third qualified professional appraiser or broker, who shall make a determination as to the fair rental value of the then current Term increasedPremises. In that event, on a cumulative basis, on each anniversary date the Market Rent shall be the average of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order fair rental values that are numerically closest to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoeach other.
Appears in 1 contract
Sources: Lease Agreement (OVERSTOCK.COM, Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the The Tenant shall have five be entitled to two (52) options to renew the Lease lease hereunder on and subject to the terms and conditions below:-
(collectively, the “Options a) Each renewal period shall be called a Renewed Term. The first option to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall renew will be for a period Renewed Term of five three (53) years minus one (1"First Renewed Term") day (each a “Renewal Term”), commencing on the day immediately following after the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options second option to Renew shall not apply anew; and
drenew will be for a Renewed Term of two (2) years less one day ("Second Renewed Term") commencing on the Base Rent payable for second day after the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year expiry of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal First Renewed Term, commencing on said commencement date, by two percent .
(2%). In order to validly exercise its Option to Renew, the b) The Tenant shall provide have given written notice ("Tenant's Renewal Notice") to the Landlord a prior written notice of its intention to exercise thereof its option to renew. The Tenant's Renewal Notice shall be given, in the case of the first option to renew, not later than three (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (123) months prior to the expiry date expiration of the then current Term and, in the case of the second option to renew, not later than three (3) months prior to the expiration of the First Renewed Term. If Tenant fails to validly exercise an Option to Renew.
(c) The revised Rent payable during the First Renewed Term shall be calculated by the formula of URA downtown core office rental index for fourth quarter 1996 $3.30 per sq ft X --------------------------------------- URA downtown core office rental Index for fourth quarter 1994 and the revised Rent payable during the Second Renewed Term shall be calculated based on the formula of URA downtown core office rental index for fourth quarter 1999 $3.30 per sq ft X --------------------------------------- URA downtown core office rental index for fourth quarter 1994 provided that if, within fourteen (14) days of receipt of the Landlord's final offer of the revised Rent, the Tenant shall not have confirmed in writting its acceptance of the Landlord's offer, the option hereby granted shall be deemed, for all legal purposes, deemed to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void lapsed and of no effect.
(d) In the event that the particular category of URA office rental index or by whatevername referred or called, is no longer in production or publication by URA, then its equivalent core or category will be used. In the further effectevent, that this latter core or category is no longer in production or publication, then the equivalent office rental index from M/s ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Pte) Ltd will be applicable, failing which the equivalent office rent index from M/s ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Chye Bailliue shall be applicable.
(e) At the time of service of the Tenant's Renewal Notice and the Lease shall terminate also at the time of expiry date of the then current Term, without Term or the First Renewed Term (as the case may be) there shall not be any rights existing breach or recourses whatsoever non-observance of any covenants and conditions on the part of the Tenant against to be observed or performed under the lease then in force in respect to the Premises.
(f) Each renewal shall be in respect of the whole of the Premises and not part or parts thereof unless otherwise agreed by the Landlord related theretoin writing.
(g) The new lease agreement for each Renewed Term shall be prepared by the Landlord at the Tenant's expense and shall contain similar covenants and provisions as herein contained and shall take into account the following:
(i) the revised Rent and revised Service Charge as agreed in accordance with the foregoing provisions; and
(ii) in the case of the lease for the First Renewed Term, there shall be provision for only one option to renew and, in the case of the lease for the Second Renewed Term, there shall be no provision for any further renewal of the lease.
(h) The Tenant shall execute and return to the Landlord or the Landlord's solicitors the engrossed new lease agreement (in duplicate) for that Renewed Term together with any additional Deposit, stamp fee and any other fees and expenses payable under the new lease agreement not later than two (2) weeks after receipt of the same from the Landlord's solicitors.
(i) The option or options, as the case may be, granted under this Clause shall lapse and be of no effect in the event of the Tenant's failure to comply with this Clause and the Landlord shall be free of all obligations whatsoever to grant to the Tenant any further term.
Appears in 1 contract
Sources: Lease Agreement (Four Media Co)
OPTION TO RENEW. Subject 8.1 The Tenant may request the grant of a new lease ( “the New Lease”) following the expiration of the Term by serving on the Landlord notice in writing not less than three (3) calendar months before the expiration of the Term (as to which time shall be of the provisions essence).
8.2 The Landlord will on written request of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has made not assigned later than six (6) calendar months before the Lease expiration of the Term and if there shall not at the time of such request be any request be any existing breach or non-observance of any of the subleased obligations on the Premises, or a portion thereof, and is not then in default part of executing its obligations under the Lease, the Tenant shall have five herein contained grant to it a new lease of the Demised Premises for a further period of two (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (52) years each, except for from the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date expiration of the then current Term. Each Renewal Term shall (at an annual rent to be on determined as provided in Clause 8.3 below)but otherwise containing the same terms like agreements and conditions as are herein contained in SAVE AND EXCEPT this Option to Renew.
8.3 The Rent for the new Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increasedTerm, on a cumulative basis, on each anniversary date plus the percentage increase in the Consumer Price Index (CPI) for Bermuda (or any index amending or replacing same) (“the index”) in respect of the commencement date proceeding two (2) year period prior to the expiration of the Renewal Term, commencing on said Term (“the New Lease Basic Rent”) such rate of increase shall be calculated in accordance with the following formula: A-B X 100 B A = Index for month of January 2009 B = Index for month of January 2007 And the New Lease Basic Rent shall be payable with effect from the commencement date, of the New Lease which shall contain the same covenants and conditions as reserved and contained in this Lease for this present clause providing for renewal.
8.4 If it becomes impossible by two percent (2%). In order reason of any change after today’s date in the methods used to validly exercise its Option compile the Index or for any other reason whatever to Renew, calculate the New Basic Rent for the purposes of Clause 8.3 above by reference to the Index of if any dispute or question whatever arise between the parties to the amount of the New Basic Rent or New Maintenance Service Charges or the construction or effect of this paragraph the Termination of the New Basic Rent matter in dispute shall be referred to mediation or arbitration as provided in clause 18.
8.5 The New Lease shall only be granted by the Landlord if:
8.5.1 notice has been served strictly in accordance with Clause 8.1;
8.5.2 the Tenant shall provide is not in breach of its covenants in this Lease;
8.5.3 the Tenant has paid to the Landlord a prior written the Landlord’s costs in connection with the grant of the New Lease including any stamp duty thereon;
8.5.4 the Landlord’s business does not include the need for the demised premises.
8.6 Should the Tenant fail to provide the requisite notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior shall have the right to market the expiry date of the then current TermDemised Premises. If Tenant fails to validly exercise an Option to Renew, Under such conditions the Tenant shall be deemed, for all legal purposes, hereby consents to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against allow the Landlord related theretoupon at least one (1) day’s prior notice and at a time acceptable to both parties to show the Demised Premises to prospective tenants.
Appears in 1 contract
Sources: Master Lease (RAM Holdings Ltd.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the right to renew the term of this Lease for one (collectively, the “Options to Renew”, and each, an “Option to Renew”1) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “the "Renewal Term”), commencing on ") subject to the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in conditions:
(a) Tenant shall not be entitled to renew the Lease existing term hereof if on the date immediately preceding provided for the commencement exercise of its rights hereunder, or on the date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement dateTenant either (i) is in default of the performance of any of the terms, covenants and conditions herein contained for which notice of default has been given by Landlord to Tenant in the manner provided in this Lease, which default has not been or is not being remedied in the time provided in this Lease, or (ii) has been in default, regardless of subsequent cure, two (2) or more times during the term of this Lease, or (iii) is no longer in possession of the Premises;
(b) Tenant shall exercise its right to renew the term of this Lease, if at all, by two percent (2%). In order notifying Landlord in writing of its election to validly exercise its Option right to Renew, renew the Tenant shall provide to the Landlord term hereof (a prior written notice of its exercise thereof (the “Notice of Renewal”"Renewal Notice") to be received by the Landlord no earlier not later than twelve (12) months prior to the expiry date expiration of the term;
(c) The Renewal Term shall be upon the same terms, covenants and conditions as contained in this Lease; provided, however, that the Base Rent for the Renewal Term shall be determined by mutual agreement between Landlord and Tenant based upon the then current Term. If prevailing market rental rate per square foot charged by Landlord for comparable space in buildings of like quality in the same rental market as the Building as of the date the Renewal Term is to commence;
(d) In the event Landlord and Tenant fails are unable to validly exercise an Option to Renewagree upon the rental rate per square foot for the Renewal Term within fifteen (15) days after delivery of the Renewal Notice, the Tenant option to renew shall be deemed, for all legal purposes, deemed null and void and the Lease shall expire in accordance with its term; and
(e) The option to have renounced renew shall be personal to exercise all Options to Renew which have not yet been exercised, Tenant (or its successor by Permitted Transfer) and these Options to Renew together with the provisions of this Section shall ipso facto become be null and void and of no further effect, and force or effect in the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the event Tenant against the Landlord related theretoassigns this Lease.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the (a) Tenant shall have five one (51) options option to renew extend the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1the "Option Period") day with at least 180 days (each a “Renewal Term”)but no more than 365 days) prior written notice of its intention to extend the Lease. Anything herein to the contrary notwithstanding, commencing on if there is any uncured Event of Default under the day immediately following Lease , whether at the expiry date time Tenant gives Landlord notice of its exercise of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding option granted hereunder, or at any time thereafter prior to the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions extended term of the Lease;, the option shall automatically terminate and become null and void.
(b) there In the event the renewal option is timely exercised, the Lease shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension extended for the term of the Term or renewal Option Period upon all of the Lease beyond terms and conditions of the fifth Lease, provided that (5th) Renewal Term, and the Options to Renew shall not apply anew; and
di) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term Option Period shall be the Base Rent payable during "Fair Market Rent" for the last year Premises, (ii) Tenant shall have no further right to extend the term of this Lease, and (iii) the Premises shall be accepted by Tenant in its "AS IS" condition with no tenant improvements to be built by Landlord or tenant improvement allowance to be paid by Landlord. For purposes hereof, "Fair market Rent" shall mean such base rent as constitutes the prevailing base rent agreed to be paid generally by new and renewing tenant, which occupy a minimum of 50,000 square feet in other class "A" buildings of comparable quality in San Francisco financial district and which tenants are of similar credit standing with Tenant at the time of renewal (collectively, "Comparable Tenants"), for comparable space and for comparable terms pursuant to leases entered into or renewed by such other tenants on or about the commencement of the then current Term increasedOption Period. Determination of prevailing base rent shall take into consideration all relevant lease terms, on a cumulative basiseffective rental rates, on each anniversary date rental escalations, the Additional Charges for Real Estate Taxes and Expenses being paid by Tenant at the commencement of the commencement date of the Renewal TermOption Period, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to RenewBuilding identification and signage, the Tenant shall provide to the Landlord a prior written notice age of its exercise thereof tenant improvements and other economic factors being obtained by such other Comparable Tenants (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renewexcluding, the Tenant shall be deemedhowever, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, leasing commissions and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretorelocation allowances).
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, (i) Provided Lessor has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five previously given Lessee more than Five (5) options notices under paragraph 23(P) hereof, during the term, and Lessee is not in default under the terms of this Lease at the end of the original term hereof, Lessee shall have the right and privilege at its election to renew the term of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for a further periods period of five Five (5) years each, except for to commence upon expiration of the fifth original term hereof (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “"First Renewal Term”"), commencing on by giving Lessor written notice of its election to renew at least one hundred eighty (180) days prior to the day immediately following the expiry date expiration of the then current Termoriginal term hereof. Each Renewal Term Such renewal shall be on the same terms and conditions (except for this option to renew which shall be eliminated and except for the rental as are contained is set forth in subparagraph C hereof) as herein provided for in the original term. In the event Lessee does not exercise its first option to renew, then the term of this Lease existing on the date immediately preceding the commencement date of the Renewal Term shall continue in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance accordance with the provisions of the Lease;
bsubparagraph A hereof except for any increase in Minimum Annual Rent as is set forth in subparagraph C hereof and except further if Lessor has given Lessee notice to vacate as provided in subparagraph A hereof, and Lessee's second option to renew set forth in paragraph B(ii) there hereof shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;cancelled without further notice.
c(ii) there shall be no further extension of Provided Lessor has not previously given Lessee more than Five (5) notices under paragraph 23(P) hereof during the Term or renewal of the Lease beyond the fifth (5th) First Renewal Term, and Lessee is not in default under the Options to Renew shall not apply anew; and
d) terms of this Lease at the Base Rent payable for end of the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each First Renewal Term hereof, and Lessee has exercised its first option to renew as set forth in subparagraph B(i) hereof, Lessee shall be have the Base Rent payable during right and privilege at its election to renew the last year term of this Lease for a further period of Five (5) years to commence upon expiration of the then current First Renewal Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement datehereof, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior giving Lessor written notice of its exercise thereof election to renew at least one hundred eighty (the “Notice of Renewal”180) to be received by the Landlord no earlier than twelve (12) months days prior to the expiry date expiration of the then current First Renewal Term hereof. Such renewal shall be on the same terms and conditions (except for this option to renew which shall be eliminated and except for the rental as is set forth in subparagraph C hereof) as herein provided for the First Renewal Term. If Tenant fails In the event Lessee does not exercise its second option to validly exercise an Option to Renewrenew, then the Tenant term of this Lease shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together continue in accordance with the provisions of this Section shall ipso facto become null subparagraph A hereof except for any increase in Minimum Annual Rent as is set forth in subparagraph C hereof and void and of no except further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoif Lessor has given Lessee notice to vacate as provided in subparagraph A hereof.
Appears in 1 contract
Sources: Lease Agreement (Dataram Corp)
OPTION TO RENEW. Subject Tenant is hereby granted an option to renew the Lease pursuant to the provisions following terms and conditions:
(a) Provided that at the time such option is exercised and at the expiration of Section 5 of this Schedule “A”the Term, provided the Lease is in full force and effect, and further provided the (i) Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, (ii) Tenant has not assigned this Lease or sublet the Premises, other than to permitted subleases or assignees as permitted in the Lease, (iii) Tenant shall have five continues to occupy the Premises, (5iv) options Tenant's use is consistent with the general quality of the tenants and uses in the Project, and (v) Tenant remains creditworthy. Tenant is granted one (I) option to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five three (53) years minus one years.
(1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term option period shall be the of (i) ninety (90%) of market rate, with market rate incorporating an increase in Base Rent payable during the last for each year of the then current Term increased, on a cumulative basis, on each anniversary date of option period or (b) the commencement date of Periodic Rent for the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than last twelve (12) months of the Extension Term with three (3%) percent increases each year of the option period, Market rate shall be based upon comparable rates for similar space in the surrounding area.
(c) Tenant shall exercise its option by providing written notice ("Option Notice") of its intent to exercise an option at least one hundred twenty (120) days prior to the expiry then applicable expiration period. Failure to provide timely notice shall render the pending option and further option null and void.
(d) Landlord shall have the right but not the obligation to withdraw and void the option if Tenant is in breach (after applicable notice and opportunity to cure) of this Lease at the time of (i) the Option Notice or (ii) at any between the Option Notice and the date the option period is to commence. Landlord shall provide the notice of its withdrawal of option within ten (10) days after the cure period has expired.
(e) Each party shall provide the other with its opinion of market rate at least ninety (90) days prior to the then applicable expiration period. In the event the parties cannot agree as to market rate, the same shall be determined by binding arbitration with American Arbitration Association, with each party picking an arbitrator and the two (2) chosen arbitrators jointly picking a third arbitrator. Until arbitration is concluded, Base Rent for the time in dispute shall be paid as if Base Rent increased four (4%) percent ("Interim Payments"). Upon final determination of appropriate market rate, the parties shall adjust the Interim Payments accordingly. Additional Rent — Passthrough Expenses shall be paid pursuant to the terms of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoLease.
Appears in 1 contract
OPTION TO RENEW. 35.1 Subject to the provisions of Section 5 of this Schedule “A”section, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five the right to extend the term of this Lease for one (51) options to renew additional term (the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”"Extended Term") for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date Expiration Date. Tenant may exercise such right only by giving Landlord written notice of exercise of such right at least twelve (12) months, but not more than fifteen (15) months, before the then current TermExpiration Date. Each Renewal Term If Tenant fails to exercise such right in accordance with this section, such right shall be on terminate. Notwithstanding the same terms and conditions foregoing, if (a) as are contained in the Lease existing on of the date immediately preceding the commencement date of the Renewal Term renewal period (i) Original Tenant, or an Affiliate of Original Tenant, is not utilizing at least twenty-five percent (25%) of the Premises then demised hereunder for the conduct of its business in questionthe Premises or Original Tenant does not intend to continue to occupy such portion of the Premises (but intends to assign this Lease or sublet the space in whole or in part), save (ii) more than seventy-five percent (75%) of the Premises is then sublet, excluding a sublease to an Affiliate of Original Tenant, or (iii) this Lease has been assigned, excluding an assignment to an Affiliate of Original Tenant, or (b) on the date Tenant exercises the option, Tenant is in default of any of its obligations under this Lease, beyond applicable notice and cure periods, then, at Landlord's election, the renewal option shall be null and void and Tenant shall have no right to renew this Lease.
35.2 If Tenant exercises the renewal option set forth in section 35.1 above, then all of the terms and conditions set forth in this Lease as applicable to the Premises as of the date immediately preceding such renewal shall apply during the renewal term, except that:
that (a) the Tenant shall accept take the Premises in their then "as-is" state and condition, and (b) the Expansion Base Rent payable by Tenant for the Premises shall be the then fair market rent for the Premises based upon the terms of this Lease, as renewed. Fair market rent shall include the periodic rental increases, if any, that would be included for space leased for the period the space will be covered by this Lease. For purposes of this Article 35, the term "fair market rent" shall mean the rental rate for comparable space under primary lease (and not sublease) to new tenants in comparable buildings in the Santa Clara, California area, taking into consideration the then prevailing ordinary rental market practices with respect to tenant improvement allowances (and that no tenant improvement allowance will be provided to Tenant), free rent periods or other tenant concessions (if any) “as is”(e.g., not offering extraordinary rental, promotional deals and other concessions to tenants which deviate from what is the then prevailing ordinary practice in their state an effort to alleviate cash flow problems, difficulties in meeting loan obligations or other financial distress, or in response to a greater than average vacancy rate). The fair market rent shall be mutually agreed upon by Landlord and condition existing on Tenant in writing within the thirty (30) calendar day period commencing one hundred eighty (180) days prior to commencement date of the Renewal Term Extended Term. If Landlord and Tenant are unable to agree upon the fair market rent within said thirty (30) day period, then the fair market rent shall be established in question, accordance with the procedures set forth in section 35.3 below.
35.3 Within fifteen (15) days after the expiration of the thirty (30)-day period set forth in section 35.2 above for the mutual agreement of Landlord and Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications as to the Premises that may be required shall be performed by the Tenantfair market rent, each party hereto, at its cost, shall engage a real estate broker to act on its behalf in compliance determining the fair market rent. The brokers each shall have at least ten (10) years' experience with leases in first-class office buildings in the provisions Santa Clara, California area and shall submit to Landlord in advance for Landlord's approval the appraisal methods to be used. If a party does not appoint a broker within such fifteen (15)-day period but a broker is appointed by the other party, the single broker appointed shall be the sole broker and shall set the fair market rent. If the two brokers are appointed by the parties as stated in this section 35.3, such brokers shall meet promptly and attempt to set the fair market rental. If such brokers are unable to agree within thirty (30) days after appointment of the Lease;
second broker, the brokers shall elect a third broker meeting the qualifications stated above in this section 35.3 above not later than the tenth (10th) day after the last date the two brokers are given to set the fair market rental. If the brokers fail to timely appoint such third broker, such broker shall be appointed by the Superior Court of the State of California in and for Santa ▇▇▇▇▇ County upon application of either Tenant or Landlord. Each of the parties hereto shall bear one-half (1/2) the cost of appointing the third broker and of the third broker's fee. The third broker shall be a person who has not previously acted in any capacity for either party. The third broker shall conduct his own investigation of the fair market rent. Within ten (10) days after the third broker has been appointed, ▇▇▇▇▇▇▇▇'s broker and ▇▇▇▇▇▇'s broker shall submit in writing to the third broker their respective determination of the fair market rent. The determination of the third broker shall be limited solely to the issue of whether the fair market rent submitted by ▇▇▇▇▇▇▇▇'s broker or ▇▇▇▇▇▇'s broker is the closest to the actual fair market rent as determined by the third broker. The third broker shall within thirty (30) days of his or her appointment reach a decision as to whether the parties shall use the fair market rent submitted by ▇▇▇▇▇▇▇▇'s broker or by ▇▇▇▇▇▇'s broker, and shall notify Landlord and Tenant thereof. Notwithstanding the foregoing to the contrary (a) if either ▇▇▇▇▇▇▇▇'s broker or ▇▇▇▇▇▇'s broker fails to timely submit its respective determination to the third broker, then the determination of the broker that submitted its determination to the third broker shall be the fair market rental and (b) there if both Landlord's broker and ▇▇▇▇▇▇'s broker fail to timely submit their respective determinations to the third broker, then the fair market rent shall be no fixturing perioddetermined by the third broker within thirty (30) days of the third broker's appointment
35.4 If the term of this Lease is extended for the Extended Term in accordance with this section, no allowanceLandlord and Tenant each shall, no free rent periodon or before the first day of the Extended Term, nor any execute and deliver to the other inducementan amendment to this Lease, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further which confirms the extension of the term of this Lease for the Extended Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) sets forth the Base Rent payable during the Extended Term as determined in accordance with this Article 35, but the term of this Lease shall be extended for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Extended Term shall be and the Base Rent payable so determined shall be effective during the last year of the then current Extended Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have whether or not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretosuch amendment is executed.
Appears in 1 contract
Sources: Lease (Gigamon Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have two (2) options (each a "Renewal Option") to extend the Term of this Lease with respect to either the Building or the Expansion Space, or both, each for a five (5) options year extended term (the "Renewal Term"). If Tenant has exercised the Expansion Option set forth in Paragraph 52 below, Tenant may exercise the Renewal Option with respect to renew all of the Lease original Premises and/or the Expansion Space; provided however, as a condition to exercising such Renewal Option, Tenant must be in possession of at least fifty percent (collectively50%) of the square footage of the building for which Tenant desires to exercise the Renewal Option. Each Renewal Option shall be effective only if Tenant is not in Default under this Lease, nor has any event occurred which with the giving of notice or the passage of time, or both, would constitute a Default hereunder, either at the time of exercise of the Renewal Option or the time of commencement of the Renewal Term. If Tenant exercise the first Renewal Option in accordance herewith, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which first Renewal Term shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing commence on the day immediately following the expiry date last day of the then current Terminitial Term and end on the day preceding the fifth anniversary thereof. If Tenant exercises the second Renewal Option, the second Renewal Term shall commence on the day following the last day of the first Renewal Term and end on the day preceding the fifth anniversary thereof. The second Renewal Option may not be exercised unless Tenant has previously exercised the first Renewal Option. Each Renewal Term Term, if properly exercised, shall be on upon the same terms and conditions as are contained the Lease except for Base Rent (which shall be determined as provided in the Lease existing on following provisions of this Paragraph) and the date immediately preceding the commencement date size of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on which shall be determined based upon the commencement date square footage of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications space subject to the Premises that may be required Renewal Notice). The Renewal Option shall be performed by the Tenant, at its cost, in compliance with the provisions personal to Tenant and any transferee of the Lease;
b) there a Permitted Transfer and shall not be no fixturing period, no allowance, no free rent period, nor assignable or otherwise transferable to any other inducementpermitted assignee, free occupancy period subtenant or other incentive of whatsoever nature;
c) third parties and there shall be no further extension Renewal Option beyond the expiration of the Term or renewal of the Lease beyond the fifth (5th) second Renewal Term. In order to exercise a Renewal Option, and the Options Tenant shall give written notice to Renew shall not apply anew; and
dLandlord of Tenant's exercise of such election ("Tenant's Notice") the Base Rent payable for the Premises at least ten (excluding the Expansion Premises, if any, for which no Base Rent is payable10) during each Renewal Term shall be the Base Rent payable during the last year months prior to expiration of the then current Term increasedand if such notice is not so given, on a cumulative basis, on each anniversary date the Renewal Option shall lapse; the Tenant hereby expressly acknowledges and agrees that time is of the commencement date essence for purposes of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) a Renewal Option and that Tenant's failure to be received do so by the said date will relieve Landlord no earlier than twelve (12) months prior to the expiry date of the then current Termany obligation under this Paragraph. If Tenant fails to validly exercise an Option to Renewgives such notice within the time prescribed, the Landlord and Tenant shall be deemed, for all legal purposes, deemed to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions entered into an extension of this Section shall ipso facto become null and void and of no further effect, and lease with respect to the Lease shall terminate at the expiry date entirety of the then current Term, without any rights or recourses whatsoever of Premises for a five (5) year extended term on the Tenant against the Landlord related theretoterms and conditions set forth herein.
Appears in 1 contract
Sources: Lease Agreement (Corgentech Inc)
OPTION TO RENEW. Subject to As part of the provisions of Section 5 consideration for the execution of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Landlord hereby grants to Tenant shall have options to extend and renew this Lease for three (3) consecutive five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on year terms upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except thathereof provided:
(a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the notify Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its intent to exercise thereof any such option not less than six (the “Notice of Renewal”6) to be received by the Landlord months but no earlier more than twelve (12) months prior to the expiry expiration date of the Lease or any renewal thereof, and
(b) Tenant shall pay Minimum Monthly Rent for its use of the Premises during the Option Term determined by the following formulae: The Minimum Monthly Rental to be paid by Tenant during the First Extended Term of the Lease, if exercised by Tenant, shall be the same as the Minimum Monthly Rental charged during the Term of the Lease. The Minimum Monthly Rental to be paid by Tenant during the Second Extended Term, if exercised by Tenant, shall be at the then current Fair Market Value of the Premises considering the best use of the Premises as a family style restaurant (the 'FMV Rental"). Landlord and Tenant shall have thirty (30) days from the date Landlord receives the option notice from Tenant exercising the option for the Second Extended Term in which to agree to the FMV Rental during the Second Extended Term. If the parties are unable to agree on the FMV Rental for the Second Extended Term within such thirty (30) day period, then within ten (10) days after the expiration of that period, each party, at its cost and by giving notice to the other party, shall appoint an MAI real estate appraiser with at least five (5) years full-time commercial appraisal experience in the area in which the Premises is located to appraise and set the FMV Rental. 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 FMV Rental. If the two (2) appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the FMV Rental. If they are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to select a third (3rd) 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 FMV Rental. If they are unable to agree on the third appraiser, either of the parties to this Lease, by giving ten (10) days' notice to the other party, can apply to the then president of the Albuquerque Board of Realtors or to a presiding judge of the Second Judicial District Court for the County of Bernalillo for the selection of a third (3rd) 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 (3rd) appraiser and of paying the third (3rd) appraiser's fee. The third (3rd) appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. Within thirty (30) days. after the selection of a third (3rd) appraiser, a majority of the appraisers shall set the FMV Rental. If a majority of the appraisers are unable to set the FMV Rental within the stipulated period of time, the three (3) appraisals shall be added together and their total divided by three (3); the resulting quotient shall be the FMV Rental. If, however, the low appraisal and/or the high appraisal are/is more than twenty percent (20%) lower and/or higher than the middle appraisal, as the case may be, the low appraisal and/or the high appraisal shall be disregarded. If only one (1) appraisal is disregarded, the remaining two appraisals shall be added together and their total divided by two (2); the resulting quotient shall be the FMV Rental. If both the low appraisal and high appraisal are disregarded as stated in this paragraph, the middle appraisal shall be the FMV Rental. After the FMV Rental for the Second Extended Term has been set, the appraiser shall immediately notify Landlord and Tenant. If Tenant objects to the FMV Rental that has been set, Tenant shall have the right to have this Lease expire at the end of the Second Extended Term. Tenant's election to allow this Lease to expire after the end of the Second Extended Term must be exercised within thirty (30) days after receipt of notice from the appraisers of the FMV Rental for the Second Extended Term. If Tenant fails to validly does not exercise an Option to Renewits election within such thirty (30) day period, the Tenant term of this Lease shall be deemedextended as provided for in this paragraph. The Minimum Monthly Rental for the Third Extended Term, for all legal purposesif exercised by Tenant, will be calculated in the same manner as the Second Extended Term, including Tenant's election to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and allow the Lease shall terminate to expire at the expiry date end of the then current Term, without any rights or recourses whatsoever of Second Extended Term if Tenant objects to the Tenant against the Landlord related theretoFMV Rental that has been set.
Appears in 1 contract
Sources: Lease (Westland Development Co Inc)
OPTION TO RENEW. Subject 27.1 Provided that the Tenant pays Rent and performs each and every one of the covenants, provisos and agreements herein contained on the part of the Tenant to be paid and performed punctually and in accordance with the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effectSub-Lease, and further provided that the Tenant is STRONG/MDI SCREEN SYSTEMShas interacted with the faculty and staff of the Head Landlord and used the services of the Head Landlord such as the library, INC. itself personallycomputing, has not assigned networking, security, athletic services of the Lease or Head Landlord, all in a manner and to an extent satisfactory to the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the LeaseHead Landlord, the Landlord shall grant to the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods one option of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be renewal for a period of five described in the Basic Terms (5) years minus one (1) day (each a the “Renewal Term”), commencing on . This option of renewal shall be exercised by the day immediately following Tenant by giving written notice to the expiry date Landlord not less than six (6) months prior to the end of the then current Term. Each Term electing to renew the Term for the Renewal Term shall be on the same terms and conditions as are contained set forth in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Sub-Lease, save and except that:
a) this option of renewal shall not form part of the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date Sub-Lease of the Renewal Term in questionTerm, the Tenant hereby renouncing Landlord shall have no obligation to all legal warranties related thereto; the Landlord having no do any work to perform in the Premisesdescribed as Landlord’s Work, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, and no allowance, no free rent period, nor any other inducement, free occupancy period forgiveness or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termtenant inducements, and the Options to Renew Rent. The Rent for the Renewal Term shall not apply anew; andbe determined as hereinafter provided.
d) the Base 27.2 Rent payable for with respect to the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base greater, per month, of:
(a) the Rent payable paid per month during the last year twelve (12) month period of the then current Term increasedpreceding Term; or
(b) the fair market rental value for space of comparable size, on a cumulative basis, on each anniversary date quality and location to that of the Premises as at the commencement date of the Renewal Term.
27.3 The Parties shall make bona fide efforts to agree as to the fair market rental value with respect to the Premises for the Renewal Term. If however, commencing on said the Parties have not agreed as to the amount of Rent by the sixtieth (60th) day prior to the commencement dateof the Renewal Term, then such Rent shall be determined by two percent (2%). In order arbitration as referred to validly in Article 23.
27.4 If the Tenant fails to exercise its Option the option of renewal within the prescribed time period referred to Renewin clause 27.1, such option of renewal will be null and void and the Tenant shall provide have no further options of renewal in respect of this Sub-Lease.
27.5 Provided that the Tenant, being entitled to do so, renews the Term of the Sub-Lease for the Renewal Term and pays Rent and performs each and every one of the covenants, provisos and agreements herein contained on the part of the Tenant to be paid and performed punctually and in accordance with the provisions of this Sub-Lease, and provided that the Tenant has interacted with the faculty and staff of the Head Landlord and used the services of the Head Landlord such as the library, computing, networking, security, athletic services of the Head Landlord, all in a manner and to an extent satisfactory to the Head Landlord, the Landlord shall grant to the Tenant one option of renewal for a period described in the Basic Terms as the Second Renewal Term. This option of renewal shall be exercised by the Tenant by giving written notice to the Landlord a prior written notice of its exercise thereof not less than six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry end of the immediately preceding Term electing to renew the Term for the Second Renewal Term on the same terms and conditions set forth in this Sub-Lease, save and except there shall be no further option of renewal, the Landlord shall have no obligations to do any work described as Landlord’s Work, there shall be no fixturing period, and no rent forgiveness or tenant inducements, and the Rent. The Rent for the Second Renewal Term shall be determined as hereinafter provided. There shall be no further options of renewal of the Renewal Term.
27.6 Rent payable with respect to the Second Renewal Term shall be the greater, per month, of:
(a) the Rent paid per month during the last twelve (12) month period of the immediately preceding Term; or
(b) the fair market rental value for space of comparable size, quality and location to that of the Premises as at the commencement date of the then current Second Renewal Term.
27.7 The Parties shall make bona fide efforts to agree as to the fair market rental value with respect to the Premises for the Second Renewal Term. If however, the Parties have not agreed as to the amount of Rent by the sixtieth (60th) day prior to the commencement of the Second Renewal Term, then such Rent shall be determined by arbitration as referred to in Article 23.
27.8 If the Tenant fails to validly exercise an Option the second option of renewal within the prescribed time period referred to Renewin clause 27.5, the Tenant shall such option of renewal will be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of the Tenant shall have no further effect, and the Lease shall terminate at the expiry date options of the then current Term, without any rights or recourses whatsoever renewal in respect of the Tenant against the Landlord related theretothis Sub-Lease.
Appears in 1 contract
Sources: Sub Lease (Combinatorx, Inc)
OPTION TO RENEW. Subject Tenant is granted the right to extend the provisions of Section 5 term of this Schedule “A”, provided Lease beyond the expiration date of the initial Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) Term for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day successive period of sixty (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a60) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof months (the “Notice of Renewal”"Extended Term") to be received by the Landlord no earlier than with twelve (12) months prior to the expiry date of the then current Termwritten notice. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercisedhas defaulted in its obligations under this Lease, and these Options failed to Renew together with cure such defaults within any applicable cure period, then Tenant's right to extend the provisions Lease for the Extended Terms shall automatically terminate. Tenant's right to extend the Lease for the Extended Term is personal to Tenant and may not be exercised by any subtenant or assignee of this Section Tenant. Tenant's extension rights shall ipso facto become null apply to all of the Property under lease to Tenant at the time. From and void and after the commencement of no further effectthe Extended Term, all of the terms, covenants, and conditions of the Lease shall terminate continue in full force and effect as written, except that Sections 30 and 31 shall be deleted in their entirety and Base Rent for the Extended Term shall be at the expiry date rate for new leases for similarly improved and situated premises in the project but not less than the last month of the then current Termterm. Landlord: Teachers Insurance & Annuity Association of America, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoInc. By: /s/ James Garofalo ------------------ Its: Assistant Secretary Tenant: Neah Power Systems, Inc. By: /s/ Steve Tallman ----------------- ▇ts: President EXHIBIT A (THE PREMISES) [diagram] EXHIBIT B (The Project) LEGAL DESCRIPTION - PHASE II (BUILDINGS G-H) THAT PORTION OF THE WEST HALF OF SECTION 29 AND OF THE EAST HALF OF SECTION 30, TOWNSHIP 27 NORTH, RANGE 5 EAST, W.M., SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGIN▇▇▇▇ AT A POINT ON THE NORTH LINE OF THE AMENDED PLAT OF VILLAGE SQUARE, ACCORDING TO THE PLAT RECORDED IN VOLUME 42 OF PLATS, PAGE 193 THROUGH 198. INCLUSIVE, RECORDS OF SAID COUNTY, SAID POINT BEING NORTH 88(degree)47'26" EAST 627.20 FEET FROM THE NORTHWEST CORNER OF SAID PLAT; THENCE SOUTH 88(degree)47'26 WEST 627.20 FEET ALONG SAID NORTH LINE TO SAID NORTHWEST CORNER OF SAID PLAT; THENCE SOUTH 87(degree)10'04" WEST 25.02 FEET TO A POINT ON A 675.00 FOOT RADIUS CURVE CONCAVE TO THE EAST, A RADIAL THROUGH SAID POINT BEARING SOUTH 89(degree)35'07" EAST; THENCE NORTHERLY ALONG SAID CURVE AN ARC DISTANCE OF 86.82 FEET TO A POINT OF TANGENCY; THENCE NORTH 7(degree)47'02" EAST 51.63 FEET TO THE POINT OF CURVE OF A 725.00 FOOT RADIUS CURVE TO THE LEFT; THENCE NORTHERLY ALONG SAID 725.00 FOOT RADIUS CURVE AN ARC DISTANCE OF 113.80 FEET TO A POINT OF TANGENCY; THENCE NORTH 1(degree)12'34" WEST 549.17 FEET TO THE POINT OF CURVE OF A 50.00 FOOT RADIUS CURVE TO THE RIGHT; THENCE NORTHERLY AND EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 78.94 FEET TO A POINT OF REVERSE CURVE WITH A 812.58 FOOT RADIUS CURVE TO THE LEFT; THENCE EASTERLY ALONG SAID 812.58 FOOT RADIUS CURVE AN ARC DISTANCE OF 270.70 FEET TO A POINT OF TANGENCY; THENCE NORTH 70(degree)09'29" EAST 239.36 FEET; THENCE SOUTH 11(degree)28'14" EAST 281.80 FEET; THENCE SOUTH 6(degree)46'06" EAST 258.77 FEET; THENCE SOUTH 14(degree)04'41" EAST 278.91 FEET; THENCE SOUTH 17(degree)06'43" WEST 170.08 FEET TO THE POINT OF BEGINNING. (CONTAINING 555,541 SQ. FT. OR 12.753 ACRES, MORE OR LESS) Cross hatched area denotes Project. [diagram] EXHIBIT C WORK LETTER AGREEMENT This Work Letter Agreement, is entered into in conjunction with that certain lease dated MARCH 5, 2001, by and between TEACHERS INSURANCE & ANNUITY ASSOCIATION OF AMERICA, INC. ("Landlord") and NEAH POWER SYSTEMS ("Tenant").
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided (a) Provided that:
(i) the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereofnot, and is not then at no time has been, in default during the term of executing its obligations under the this Lease, under any of the covenants, terms, conditions and provisions of this Lease; and
(ii) the Tenant shall have five (5) options has given to the Landlord written notice of the Tenant's intent to renew this Lease not less than six (6) months and not more than twelve (12) months before the date of expiry of the Term of this Lease; The Landlord hereby grants to the Tenant the option to renew this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for a further periods term of five (5) years each, except for under the fifth terms and conditions specified in Section 15.2(b) of this Lease.
(5thb) and final Option Any renewal pursuant to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term this Section 15.2 shall be on the same terms and conditions as are contained in the Landlord's then current Standard Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except thatForm except:
a(i) any additional option to renew the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required renewal term shall be performed by negotiated upon the Tenant, at its cost, in compliance with the provisions 's notice to renew under Section 15.2(a) (ii) of the this Lease;
b(ii) there any net rent free period for the renewal term shall be no fixturing period, no allowance, no free rent period, nor negotiated upon the Tenant's notice to renew under Section 15.2(a)(ii) of this Lease; and
(iii) any other inducement, free occupancy period or other incentive leasehold improvement allowance for the renewal term shall be negotiated upon the Tenant's notice to renew under Section 15.2(a)(ii) of whatsoever nature;this Lease.
(c) there The annual Net Rent payable by the Tenant for the renewal term shall be agreed upon by the parties no further extension later than ninety (90) days prior to the date of expiry of the ================================================================================ Term of this Lease, or an amount as determined pursuant to an arbitration conducted in accordance with the Arbitrations Act of Ontario. If applicable, this Option shall constitute the required submission to arbitration. Notwithstanding anything contained in this Lease or in the Arbitrations Act of Ontario, the following provisions shall apply to any arbitration conducted hereunder:
(i) the request for arbitration shall be deemed to be made upon the 90th day prior to the date of expiry of the Term of this Lease;
(ii) each party shall then have fifteen (15) days within which to either agree upon the appointment of a sole arbitrator, or renewal to appoint their respective arbitrators, who shall in turn select a Chairman of the Lease beyond Board of Arbitration within a further period of ten (10) days;
(iii) if either party fails to appoint its arbitrator within the fifth aforesaid fifteen (5th15) Renewal Termday period, and then any arbitrator appointed within that period by the Options other party shall have the authority to Renew act as the sole arbitrator;
(iv) in awarding a new annual Net Rent, the arbitrator or arbitrators shall not apply anew; and
d) consider the Base Rent payable for fair market rental of the Premises as improved (excluding whether at the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year expense of the then current Term increased, on a cumulative basis, on each anniversary date of Landlord or the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%Tenant). In order to validly exercise its Option to Renew, the Tenant shall provide rent to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) be or expected to be received by the Landlord no earlier for similar premises within the Development increases in the consumer Price Index over the period of years comprising the Term, prevailing rents for similar premises within the vicinity, and the Landlord's rental plan for the Development indicating the highest and best use for the Premises.
(v) in any event, the annual Net Rent so awarded shall not be less than twelve the annual Net Rent payable by the Tenant to the Landlord during the Rental Year immediately preceding the Renewal Term; and
(12vi) months the arbitrator or arbitrators shall do all things necessary to ensure that the award is rendered prior to the expiry date of the then current Term. If Tenant fails , and may, in his or their discretion, if the award must be rendered thereafter, order interest to validly exercise an Option to Renew, be paid by the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions Landlord (at the rate specified in Section 4.8 of this Section shall ipso facto become null and void and Lease) on the amount of no further effectany difference between the annual Net Rent payable during the last Rental year of the Term, and the Lease shall terminate at annual Net Rent so awarded, from the expiry date of the then current Term, without any rights or recourses whatsoever expiry of the Tenant against Term to the Landlord related theretodate of payment. For the purposes hereof, "Consumer Price Index" shall mean the index for Ottawa - All items as published by Statistics Canada in its monthly catalogue report, or any replacement index or publication designed to convey relatively similar information.
Appears in 1 contract
Sources: Lease Extension Agreement (Avesta Technologies Inc)
OPTION TO RENEW. Subject 41.1 If the Tenant wishes to take a further lease (‘New Lease’) of the Property from the end of the Term at any time after and including 2120 to and including 2140 (‘Option Period’) and gives the Landlord not less than six months’ prior written notice during the Option Period then the Landlord will grant to the Tenant and the Tenant will accept from the Landlord the New Lease, provided the Tenant cannot require the Landlord to grant the New Lease to any person other than the Tenant.
41.2 The Tenant may only exercise the option to renew in respect of the whole of the Property and not in respect of part only; and
41.3 The New Lease shall:
(a) include all of the terms, requirements, covenants and conditions contained in this lease except to the extent that they are inconsistent with the terms of this clause;
(b) be for a term of 125 years beginning on and including the day following the last day of the Term;
(c) be at an initial annual rent of an amount equivalent to the annual rent payable by the Tenant at the end of the Term of this lease and then as revised pursuant to the provisions for rent review in the New Lease; and
(d) not include an option to renew the New Lease.
41.4 The Landlord will grant the New Lease with limited title guarantee.
41.5 The parties confirm that:
(a) the Landlord served a notice on the Tenant, as required by section 38A(3)(a) of Section 5 of the LTA 1954 and which applies to the tenancy to be created by the New Lease, not less than 14 days before this Schedule “A”lease was entered into; [and]
(b) [the Tenant] OR [[NAME OF DECLARANT], provided the Lease is in full force and effect, and further provided who was duly authorised by the Tenant to do so], made a [statutory] declaration dated [ ] 2015 in accordance with the requirements of section 38A(3)(b) of the LTA 1954 ;
41.6 If the Option is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Leaseexercised, the Tenant shall have five (5) options to renew will pay the Landlord's legal costs and disbursements incurred in connection with the grant of the New Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date completion of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the New Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Sources: Lease Agreement
OPTION TO RENEW. Subject Upon the expiration of the Term reserved herein, Tenant shall have the right to the provisions of Section 5 of this Schedule “A”, provided renew the Lease is for an additional term of three (3) years (referred to herein as the “Second Renewal Term”). Tenant’s right to renew the Lease for the period referred to above shall be subject to:
A. Tenant being in actual occupancy of the Leased Premises; and
B. The Lease then being in full force and effecteffect and Tenant not being in default hereunder both when such option to renew may be exercised and at the commencement of such Second Renewal Term; and
C. Tenant providing Landlord with prior written notice of its exercise such option. The requisite written notice to be furnished by Tenant to Landlord shall be delivered to Landlord not later than nine (9) months, but not sooner than twelve (12) months, prior to the expiration of the Third Lease Year, time specifically and further provided expressly hereby being made of the essence for delivery of such notice. Upon proper exercise by Tenant is STRONG/MDI SCREEN SYSTEMSof its right to the Second Renewal Term, INC. itself personally, has not assigned the Term of the Lease or shall be deemed extended to include the subleased said Second Renewal Term, subject to the Premises, or a portion thereof, terms and is not then in default conditions of executing its obligations under the Lease, the Tenant shall have five excepting (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
ci) there shall be no further extension right to renew; (ii) there shall be no Landlord’s Work; (iii) there shall be no Landlord’s Contribution; (iv) there shall be no abatement of Rent; and (v) that during the Second Renewal Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew Annual Fixed Rent shall not apply anewbe adjusted as set forth below; and
d) D. Tenant’s failure to comply with all of the Base foregoing shall, at Landlord’s option, render said option to renew null and void.
E. The Annual Fixed Rent payable for during the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Second Renewal Term shall be equal to and based upon the Base Rent payable during fair market rental value for the last year Leased Premises as based upon space and facilities of similar or like character then available or leased in ▇▇▇▇▇▇ Square, Princeton, New Jersey. In fixing said market value at the time of commencement of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Second Renewal Term, commencing on said commencement dateno credit shall be allowed to Tenant for any amounts theretofore expended by Tenant for leasehold improvements, alterations or changes in the Leased Premises pursuant to the provisions of the Lease. Following the election made by two percent (2%). In order Tenant to validly exercise its Option to Renewthe Second Renewal Term, the Landlord and Tenant shall provide endeavor to agree upon the Landlord a prior written notice of its exercise thereof appropriate fair market rental value which shall constitute the Annual Fixed Rent. Failing such agreement on or before six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry date commencement of the Second Renewal Term, then current the matter shall be submitted for determination by arbitration in accordance with the Rules of the American Arbitration Association. In the event the Annual Fixed Rent payable during the Second Renewal Term has not been determined prior to the date the Second Renewal Term commences, then Tenant shall pay Annual Fixed Rent in effect for the Third Lease Year of the First Renewal Term plus fifty (50%) percent. Once the Annual Fixed Rent has been determined, such Rent shall be payable as of the date such Second Renewal Term commenced and any Rent payments theretofore made shall be adjusted accordingly. In no event shall the Rent for the Second Renewal Term be less than that in effect at the expiration of the Third Lease Year of the First Renewal Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, continue to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with pay Additional Rent during such Second Renewal Term as provided in the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoLease.
Appears in 1 contract
OPTION TO RENEW. Subject to (a) Provided that, at the provisions time of Section 5 of such exercise, (i) this Schedule “A”, provided the Lease Agreement is in full force and effect, and further provided (ii) no Event of Default shall have occurred and be continuing (either at the Tenant is STRONG/MDI SCREEN SYSTEMStime of exercise or at the commencement of an Extended Term), INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five the exclusive right and option to extend the Term of this Lease Agreement for up to two (52) options to renew the Lease additional terms (each an “Extended Term” and collectively, the “Options to Renew”, and each, an “Option to RenewExtended Terms”) for the Premises and the Expansion Premises of ten (if any), for further periods of five (510) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior giving written notice of its exercise thereof to Landlord not later than three (the “Notice of Renewal”3) to be received by the Landlord no months nor earlier than twelve (12) months prior to the expiry expiration date of the Term then current in effect. The effective giving of such notice of extension by Tenant shall automatically extend the Term of this Lease Agreement for the applicable Extended Term. If , and no instrument of renewal or extension need be executed, In the event that Tenant fails timely to validly exercise an Option give such notice to RenewLandlord, this Lease Agreement shall automatically terminate at the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with end of the provisions of this Section shall ipso facto become null and void and of no further Term then in effect, and Tenant shall have no further option to extend the Term of this Lease Agreement, unless Landlord accepts such untimely notice in writing. Each Extended Term shall terminate at commence on the expiry day immediately succeeding the expiration date of the Term then current in effect, and shall end on the day immediately preceding the tenth (10th) anniversary of the first day of such Extended Term. Each Extended Term shall be on all the terms and conditions of this Lease Agreement, except: (i) during the second Extended Term, without any rights or recourses whatsoever Tenant shall have no further option to extend the Term, and (ii) the Base Rent for each Extended Term shall be adjusted in accordance with Paragraph (c), below, based on the CPI-U as of the commencement of the applicable Extended Term.
(b) After receipt by Landlord of a notice from Tenant against electing to extend the Term of this Lease Agreement under Subsections 2.03(a) above, Landlord related theretoand Tenant shall thereafter as soon as practicable determine and set forth in a written acknowledgement any adjustment to the Base Rent in accordance with Paragraph (c) below in connection to such extension.
(c) In the event Tenant elects to extend the Initial Term, the Designated Rate to be applicable during the initial Extended Term will be adjusted to reflect the net change in consumer prices during the period commencing with the Rental Commencement Date and ending on the expiration of the Initial Term, such net change and resulting adjustment to be determined by reference to the CPI-U as of the beginning and end of such period. The resulting adjusted Designated Rate (the “First Extension Designated Rate”) will be used for the first Extended Term. In the event Tenant elects to extend the Term for a second ten year period, the First Extension Designated Rate will be adjusted in the same manner to reflect the net change in consumer prices during the period commencing with the first day of the initial Extended Term and ending on the expiration of such initial Extended Term, such net change and resulting adjustment to be determined by reference to the CPI-U as of the beginning and end of such period. The resulting adjusted First Extension Designated Rate will be used for the second Extended Term. In applying the CPI-U for purposes of calculating the Designated Rate to be applicable during an Extended Term, the CPI-U for the months in which there occurred the first and last Rental Payment Dates of the immediately preceding Term shall be used. Attached as Schedule D is an example illustrating calculation of an adjustment to the Designated Rate in connection with a hypothetical Extended Term.
(d) The term “Term” used in this Lease Agreement means the Initial Term, and any Extended Term exercised hereunder, as appropriate. The term “Lease Year” means each twelve
Appears in 1 contract
OPTION TO RENEW. Subject Tenant is hereby granted the right to extend the provisions of Section 5 Term of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year Expiration Date of the then current Extended Term increased, on a cumulative basis, on each anniversary date for one (I) successive period of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months (the "Second Extended Term"). This right to extend may be exercised by Tenant only by giving Landlord written notice ("Notice") on or before February 28, 2007. If Tenant has defaulted in its obligations under this Lease, and failed to cure such defaults within any applicable cure period, then Tenant's right to extend the Lease for the Second Extended Term shall automatically terminate. Tenant's right to extend the Lease for the Second Extended Term is personal to Tenant and may not be exercised by any subtenant or assignee of Tenant. Tenant's extension rights shall apply to all of the Premises then leased by Tenant under this Lease. From and after the commencement of the Second Extended Term, all of the terms, covenants, and conditions of the Lease shall continue in full force and effect as written, except that Sections 5, and 6 of this Second Amendment shall be deleted in their entirety and Base Monthly Rent for the Second Extended Term shall be -at the- rate - then - being - paid- - under-new- new-leases- for - similarly improved and situated premises in the Canyon Park Business Center of which this Project is a part, but not less than the Base Monthly Rent in effect for the last month of the Extended Term. Tenant shall include with its Notice copies of Tenant's then-current financial statement as well as financial statements from the three (3) years prior to the expiry date current financial statement year, and shall provide Landlord with such other financial information regarding Tenant as Landlord may require. Tenant's right to extend the Term of this Lease for the Second Extended Term is contingent upon Landlord's reasonable approval of such financial statements and information. Tenant hereby acknowledges and agrees that its renewal rights set forth in this Section supersede and replace its renewal rights under Section 33 of the then current Term. If Initial Lease, which Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced failed to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and therefore are deemed void and of no further force and effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Sources: Lease (Neah Power Systems, Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of 43.1 Provided that this Schedule “A”, provided the Lease is in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then currently in default of executing its obligations under the Leasehereunder, the Tenant shall have five the option to extend the original term of this Lease for one (51) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a extension period of five (5) years minus one (1) day (each a “"Renewal Term”"), commencing on upon the day immediately following the expiry date expiration of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date original term of the Renewal Term in questionthis Lease, save and except that:
a) the provided that Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the give Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of the exercise of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than option at least twelve (12) months prior to the expiry date of the then current TermExpiration Date. If Tenant fails to validly exercise an Option to Renew, the Tenant The Renewal Term shall be deemedon the same terms, covenants and conditions as are contained in this Lease for all legal purposesthe original term except for:
(i) the provisions of Section 1.4
(a) respecting the fixed rent, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together shall be payable during the Renewal Term in accordance with the provisions of Section 43.2;
(ii) the provisions of Section 1.4(c);
(iii) the covenants relative to the preparation of the Demised Premises byLandlord contained in Article 3 of this Lease;
(iv) the Tenant Improvement Allowance contained in Article 42 of this Lease;
(v) the Caption to Renew contained in this Article 43; none of which shall be applicable to the Renewal Term. In addition, following Tenant's exercise of the option to extend the original term of this Lease for the Renewal Term, the Expiration Date referred to in Section 1.3 shall ipso facto become null and void and be deemed to be the last day of the Renewal Term or such earlier date upon which the term of this Lease may expire or be canceled or terminated. In no event shall Tenant shall have any further effectright of renewal beyond the Renewal Term. Any termination or expiration of this Lease during the original term shall terminate all rights of renewal hereunder.
43.2 The provisions of Section 1.4 of this Lease shall not be applicable to the Renewal Term. The fixed rent payable during each year of the Renewal Term shall be the amount determined by (a) multiplying Thirty-Eight Dollars ($38.00) by the number of rentable square feet then contained in the Demise Premises, and adding thereto (b) the Lease amount determined by multiplying the number of rentable square feet then contained in the Demised Premises by the amount of all increases in the Electrical Charge or Adjusted Electrical Charge pursuant to Article 16 of this Lease, provided, however, that in no event shall terminate at the expiry date of fixed rent during the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoRenewal Term be less than one Million Five Hundred Seventy Thousand One Hundred Sixty Dollars ($1,570,160.00).
Appears in 1 contract
Sources: Lease (Merit Behavioral Care Corp)
OPTION TO RENEW. Subject to the provisions of Section 5 of 1.01 So long as this Schedule “A”, provided the Lease is in full force and effecteffect and Tenant is not in default under any of the Lease provisions, and further provided the no condition exists which with notice or passage of time would constitute a default by Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the this Lease, the Landlord grants to Tenant shall have five (5) options an option to renew the Lease (collectively, the “Options to Renew”, and each, an “"Option to Renew”") for the Premises and the Expansion Premises (if any), for further periods three Option Periods of five (5) years each, except for subject to the fifth following provisions.
(5tha) Tenant shall provide written notice to Landlord of Tenant's intent to renew the Lease not less than twelve (12) months and final not more than twenty-four (24) months prior to the expiration date of the then-current Lease Term.
(b) The Option to Renew which shall be for a period of five void if at any time during the last twenty four (524) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date months of the then current Term. Each Renewal Lease Term shall be on (including, but not limited to, the same period of time between the date of the exercise of the Option and the date upon which the then current Lease Term would normally expire) the Landlord, in order to enforce its rights under the Lease has in good faith and with reasonable basis under this Lease and applicable law (i) brought an action to collect Rent from Tenant, or (ii) brought an action to recover possession of the Premises from Tenant; or (iii) brought an action to dispossess Tenant.
(c) All other terms and conditions as are contained in of the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance remain unchanged with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
cexceptions that (i) there shall be no further extension option to renew other than the three options which are specified in this provision, and (ii) there shall be no further option to renew if Tenant does not duly exercise its first option to renew, and (iii) there shall be no Tenant's Initial Improvements or other matters specific to the initial leasing of the Term or renewal Premises, and (iv) Fixed Minimum Rent shall be subject to increase during the then-applicable Option Period as follows: Landlord and Tenant agree to adopt as a standard for measuring fluctuations of the Lease beyond purchasing power of its rental income the fifth Consumer Price Index (5thfor all urban consumers)-All Items (1982-1984-100) Renewal Term, and issued by the Options Bureau of Labor Statistics of the U.S. Department of Labor ("CPI"). The Fixed Minimum Rent for each year during such Option Periods shall be adjusted to Renew shall not apply anew; and
d) reflect increases in the Base Rent payable cost of living as set forth by the CPI figure or any successor or substituted index appropriately adjusted. The CPI Figure for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during first month of the last year of the then current preceding Lease Term increased, on a cumulative basis, on is referred to as the "Basic Standard". The CPI for each anniversary date of the commencement date Basic Standard is referred to as the "New Index Figure". Adjustments shall be made annually on the first day of each year during the term of each Option Period. These adjustments shall be made and the adjusted monthly Fixed Minimum Rent ("New Rental") for the ensuing year shall be arrived at by multiplying the monthly Fixed Minimum Rent for the first full month of the Renewal last year of Initial Lease Term, commencing on said commencement dateas described in the Basic Term Sheet, and, after the end of the Initial Lease Term, by two multiplying the first month of the preceding lease year, by a fraction, the numerator of which shall be the New Index Figure and the denominator of which shall be the Basic Standard. Landlord shall notify Tenant in writing of the amount of the New Rental and the same shall be due on the first day of the month beginning that same adjustment period and each month thereafter until adjusted again under this Lease, provided however that in each year of the respective Option period, the maximum annual increase in Fixed Minimum Rent payable shall be five (5%) percent and the minimum annual increase in Fixed Minimum Rent shall be three (23%)) percent; and, in no event shall the rental due and payable hereunder be less than the annual Fixed Minimum Rent for each preceding year of the Lease Term, regardless of the value of the dollar as reflected by said CPI figure. In order the event the amount of the CPI figure ------------------/---------------- Landlord Tenant increase is not known until after the first month of the period for which the adjustment is to validly exercise its Option be made, due to Renewdelay in publication of the CPI figure, or any other reason notification has not been made by Landlord, then, upon notification of the increase by Landlord, Tenant shall provide to pay the Landlord a full amount of the increase which is due for any prior months during the adjustment period, within fifteen (15) days following receipt of Landlord's written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoamount due.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided Provided that the Tenant is STRONG/MDI SCREEN SYSTEMSnot in breach and has punctually met and performed each and every one of the covenants, INC. itself personally, has not assigned provisos and agreements herein contained on the Lease or part of the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the LeaseTenant to be performed, the Landlord will, at the expiration of the Term and on the written request of the Tenant shall have five (5) options delivered or mailed to renew the Landlord not later than six months before the expiration of the Term, grant to the Tenant a renewal of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for of the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period further term of five (5) three years minus one (1) day (each a “Renewal Term”), commencing on from the day immediately following the expiry date end of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in this Lease, except as to Base Rent, any abatements of rent, any contributions by the Landlord to the cost of Leasehold Improvements, any other incentives provided by the Landlord, and this right of renewal. The Landlord and the Tenant will make all reasonable efforts to reach agreement as to the annual rent for such three year period not more than three months prior to the commencement of such three year period and not less than two months prior to the commencement of such three year period and failing such agreement such annual rent will be fixed under the provisions of the Commercial Arbitration Act, R.S.B.C. 1996, c. 55, and will be the fair market rent for the Premises, having regard to the rent then currently being charged for premises of a like kind, of a like age and condition, and in comparable locations in the Lease existing City of Vancouver. Such annual rent will in any event be not less than the annual rent fixed in respect of the previous period for which annual rent has been fixed under this Lease. WHEREFORE the parties to this lease have executed this lease as of the date first given above. ▇▇▇▇ Pharmaceuticals Corp. (“Tenant”) Per: Authorized Signatory ▇▇▇▇ Enterprises Corp. (“Landlord”) Per: Authorized Signatory
1.1 SCHEDULE "B"
1. No animals will be allowed on the date immediately preceding Premises at any time, and no birds or animals may be fed on the commencement date Property.
2. The Premises will not be used as overnight sleeping accommodation, nor for manufacturing, nor for auction sales. The address of the Renewal Term Premises will not be given in question, save an advertisement for laborers without the Landlord’s approval.
3. Windows will not be left open so as to admit rain or snow. All doors and windows will be securely closed and locked and all water faucets and electric lights (except that:
adisplay lighting) turned off before the Tenant leaves the Premises.
4. The Tenant shall accept not alter any existing locks nor attach any additional locks or similar devices to any door or window without the consent of the Landlord and the Landlord shall be permitted to retain one copy of all keys to the Premises.
5. The Tenant shall not make any duplicate keys without the consent of the Landlord. All keys in respect of the Premises and the Expansion Building will be delivered to the Landlord immediately after the lease has terminated.
6. The Tenant shall provide adequate receptacles for garbage and waste within the Premises (if any) “as is”, and all of the Tenant's garbage and waste will be placed in their state such containers.
7. The following conduct is prohibited in the Building and condition existing on the commencement date Property without the prior written consent of the Renewal Term in questionLandlord: canvassing, soliciting or peddling; installation of vending machines; obstruction of any sidewalk, entrance, elevator, stairway, corridor, hall, window, door or any other area outside the Premises except for access to the Premises.
8. The Tenant shall not bring on the Premises any heavy equipment, motors, explosives, or other articles or substances of a dangerous nature, or anything else which might damage the Building or anything on the Property, without the consent of the Landlord. If it consents, the Landlord may prescribe the weight, time, and manner of the transportation or location of any heavy object brought into the Building or onto the Property.
9. Freight or bulky matter of any description shall only be received in or carried in the building during hours approved by the Landlord.
10. The Tenant hereby renouncing shall employ efficient janitors or cleaners to all legal warranties related thereto; wash and otherwise clean in a reasonable manner the Landlord having no work to perform in Premises, including windows.
11. The Tenant shall keep properly painted the painted portions of the Premises, and all improvements, additions or modifications to will install in the Premises that may be required shall be performed only such window shades, drapes and floor coverings, and to apply only such wall coverings and paints as are first approved in writing by the TenantLandlord, at its cost, in compliance with the provisions of the Lease;
b) there shall such approval not to be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termunreasonably withheld, and to cause the Options same to Renew be installed or applied by competent workmen.
12. The Tenant shall not apply anew; and
d) the Base Rent payable for maintain any washrooms in the Premises (excluding in a clean and sanitary condition.
13. If the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be Premises are on the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renewground floor, the Tenant shall provide remove snow and ice from the Premises, Building, and Property attached thereto and deposit salt or a similar substance as may be reasonably required to make the Premises, Building, and Property safe.
14. Outside normal business hours, the Landlord may:
(a require all persons entering and leaving the Building to register in any book(s) kept at or near the night entrance,
(b prevent any person who does not have a pass in a form approved by the Landlord from entering or leaving the Building, or
(c hold any person found in the Building without such pass under surveillance. The Landlord shall have no responsibility for failure to enforce this rule.
15. The Tenant shall not affix any broadloom, carpeting or vinyl type flooring to the Premises by means of an insoluble adhesive or similar product except as approved by the Landlord.
16. Bicycles will not be brought inside or left outside the building on the Property, except secured to dedicated bicycle racks.
17. The Tenant shall be liable to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received for all injuries, damages, costs and expenses caused by the Landlord no earlier than twelve (12) months prior to the expiry date infraction of any of the then current Term. If Tenant fails to validly exercise an Option to Renew, foregoing rules and regulations by the Tenant shall be deemedor its employees, for all legal purposesagents, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights invitees or recourses whatsoever of the Tenant against the Landlord related theretolicensee.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of (a) If this Schedule “A”, provided the Lease is shall then be in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and Lessee is not then in monetary default of executing its obligations or material nonmonetary default under the this Lease, after the Tenant expiration of applicable notice and cure periods, Lessee shall have five (5) options the option to renew extend the Term of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five three (53) years minus one (1) day (each a “"Renewal Term”), ") commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term Expiration Date; provided, however, that Lessee shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written give Lessor notice of its exercise thereof election to extend the Term no later than nine (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (129) months prior to the expiry date Expiration Date. TIME BEING OF THE ESSENCE in connection with the exercise of Lessee's option pursuant to this Article.
(b) Such extension of the then current Term of this Lease shall be upon the same covenants and conditions, as herein set forth, except for the Fixed Basic Rent (which shall be determined in the manner set forth below) and except that the Base Period Costs shall be the calendar year during which the commencement of the Renewal Term occurs and Lessee shall have no further right to extend the Term of this Lease after the exercise of the single option described in paragraph (a) of this Section. If Lessee shall duly give notice of its election to extend the Term of this Lease, the Renewal Term shall be added to and become a part of the Term of this Lease (but shall not be considered a part of the initial Term), and any reference in this Lease to the "Term of this Lease", the "Term hereof", or any similar expression shall be deemed to include such Renewal Term, and, in addition, the term "Expiration Date" shall thereafter mean the last day of such Renewal Term. If Tenant fails Lessor shall have no obligation to validly exercise an Option perform any alteration or preparatory or other work in and to Renew, the Tenant Premises and Lessee shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretocontinue possession thereof in its "as is" condition.
Appears in 1 contract
Sources: Lease Agreement (Alteon Inc /De)
OPTION TO RENEW. Subject (a) Option to Extend: Landlord hereby grants to Tenant one option ---------------- (the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5"Option") options to renew the Lease term of this Lease, for a additional term of three (collectively3) years, commencing when the initial term expires, upon the terms and conditions set forth below.
(b) Provided Tenant is not in default pursuant to this Lease, Tenant may exercise such option by giving Landlord written notice of its intention not less than six (6) months prior to the expiration of the then existing term of this Lease.
(c) If this option is exercised, the “Options to Renew”, and each, an “Option to Renew”basic monthly Rent for the Premises shall become ninety-five (95 %) of the then current fair market monthly rent ("Fair Market Rent") for the Premises and as of the Expansion Premises option period commencement date, as determined by the agreement of the parties or, if the parties cannot agree within sixty (if any)60) days prior to the latest date on which Tenant shall be entitled to exercise the Option, for further periods of five (5) years eachthen by an appraisal. Notwithstanding the foregoing, except the basic monthly Rent for the fifth (5th) and final Premises during the Option to Renew which period shall not be less than the basic monthly Rent for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date last month of the then current initial Term. Each Renewal Term shall be on the same All other terms and conditions as are contained in the Lease existing on and this Addendum, as the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that same may be required shall be performed amended from time to time by the Tenant, at its cost, parties in compliance accordance with the provisions of the Lease;, shall remain in full force and effect and shall apply during the Option term, except that Tenant shall have no further option to extend the Term hereof.
b(d) there If it becomes necessary to determine the fair market rental value of the Premises by appraisal, real estate appraiser(s), all of whom shall be no fixturing members of the American Institute of Real Estate Appraisers and who have at least five (5) years experience appraising office space located in the vicinity of the Premises shall be appointed and shall act in accordance with the following procedures.
(i) If the parties are unable to agree on the Fair Market Rent within the allowed time, either party may demand an appraisal by giving written notice to the other party, which demand to be effective must state the name, address and qualifications of an appraiser selected by the party demanding an appraisal (the "Notifying Party"). Within ten (10) days following the Notifying Party's appraisal demand, the other party (the "Non- Notifying Party") shall either approve the appraiser selected by the notifying party or select a second properly qualified appraiser by giving written notice of the name, address, and qualification of said appraiser to the Notifying Party. If the Non-Notifying Party fails to select an appraiser within the ten (10) day period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there the appraiser selected by the Notifying Party shall be deemed selected by both parties and no further extension other appraiser shall be selected. If two appraisers are selected, they shall select a third appropriately qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the Term or renewal county where the Premises are located upon application by either party.
(ii) If only one appraisers is selected, that appraiser shall notify the parties in simple letter form of its determination of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Fair Market Rent payable for the Premises within fifteen (excluding the Expansion Premises, if any, for 15) days following his selection which no Base Rent is payable) during each Renewal Term appraisal shall be conclusively determinative and binding on the Base Rent payable during parties as the appraised Fair Market Rent.
(iii) If multiple appraisers are selected, the appraisers shall meet not later than ten (10) days following the selection of the last year of appraiser. At such meeting, the then current Term increased, on a cumulative basis, on each anniversary date appraisers shall attempt to determine the Fair Market Rent for the Premises as of the commencement date of the Renewal TermOption period by the agreement of at least two (2) of the appraisers.
(iv) If two (2) or more of the appraisers agree on the Fair Market Rent for the Premises at the initial meeting, commencing such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notifying both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on said commencement datethe Fair Market Rent for the Premises, all appraisers shall submit to Landlord and Tenant an independent appraisal of the Fair Market Rent for the Premises in simple letter form within twenty (20) days following appointment of the final appraiser. The parties shall then determine the Fair Market Rent for the Premises by two averaging the appraisers; provided that any high or low appraisal, differing from the middle appraisal by more than ten percent (210%)) of the middle appraisal, shall be disregarded in calculating the average.
(v) The appraisers determination of Fair Market Rent shall be based on rental space of similar age, construction, size and location as the Premises with the improvements installed therein at Landlord's expense and shall take into account Tenant's obligations to pay additional rent under this Lease. In order to validly exercise its Option to Renewdetermining Fair Market Rent, the Tenant appraisers shall provide not consider any alteration in the Premises at Tenant's expense.
(vi) If only one appraiser, is selected, then each party shall pay one-half (1/2) of the fees and expenses of that appraiser. If three (3) appraisers selected each party shall bear the fees and expenses of the appraiser it selects and one-half (1/2) of the fees and expenses of the third appraiser. Notwithstanding anything to the contrary contained in this paragraph, if the rent during an Option period is determined by appraisal and if Tenant does not, in its sole discretion, approve the rental amount established by such appraisal, Tenant may rescind its exercise of the Option by giving Landlord a prior written notice of its exercise thereof such election within ten (the “Notice 10) days of Renewal”) receipt of all appraisals, provided such notice is delivered to be received by the Landlord no earlier later than twelve one hundred twenty (12120) months prior to days before the expiry date end of the then current TermTerm of the Lease. If Tenant fails to validly rescinds its exercise an Option to Renewof the Option, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and then (i) the Lease shall terminate at on the expiry thirtieth (30th) day after ▇▇▇▇▇▇'s notice of rescission or on the date of the then current Term, without any rights or recourses whatsoever Lease would have otherwise terminated absent ▇▇▇▇▇▇'s exercise of the Option, whichever date is later, and (ii) Tenant against shall pay all costs and expenses of the Landlord related theretoappraisal.
Appears in 1 contract
Sources: Office Lease (Portal Software Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the 6.1 Tenant shall have five (5) options the right and option to renew the term of this Lease for Three (collectively, the “Options to Renew”, and each, an “Option to Renew”3) for the Premises and the Expansion Premises (if any), for further consecutive periods of five Five (5) years eacheach (the "First Option"), except for (the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal TermSecond Option”), commencing on and (the day immediately following “Third Option”) from the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date expiration of the Renewal Term in questionoriginal term of this Lease or the First Option or the Second Option whichever the case may be, save and except that:
a) provided that this Lease shall not have been sooner terminated pursuant to the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in questionterms hereof. To be effective, the option to renew must be exercised by Tenant hereby renouncing by notice delivered to all legal warranties related thereto; the Landlord having no work or mailed to perform in the PremisesLandlord by certified mail, postage prepaid and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, return receipt requested at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth least six (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry date expiration of the then current Termoriginal term or the First Option or the Second Option, whichever the case may be of Tenant’s decision to renew this Lease. If Tenant fails to validly exercise an Option to RenewDuring the First Option, the Second Option, or the Third Option of this Lease the rights and obligations of Landlord and Tenant shall be deemedgoverned by the same terms, for all legal purposes, covenants and conditions applicable to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of original term except only that (i) no further effectoption to renew shall apply after the Third Option, (ii) the Fixed Rent during the First Option, the Second Option, and the Third Option shall be increased in accordance with the schedule above in Section 4.2.
6.2 The right of Tenant to renew the term of this Lease shall terminate be subject to the condition that, both at the expiry date time of exercise of the then current Term, without any rights or recourses whatsoever right and at the commencement of the First Option, the Second Option, and the Third Option, whichever the case may be, Tenant against shall not remain in material default of any of its obligations under this Lease after receipt of written notice and time to cure, if any, as required herein. In the event that Tenant does not exercise its right to renew the term of this Lease as provided in this Article, then Landlord related theretoshall have the right during the remainder of the original term of this lease or respective option periods, which ever the case may be, to advertise the availability of the Premises for reletting, to erect upon the Premises signs indicating such availability, and to enter upon and show the Premises to prospective tenants at reasonable times and after twenty-four (24) hours’ notice to Tenant of such showing.
Appears in 1 contract
Sources: Lease Agreement (Miscor Group, Ltd.)
OPTION TO RENEW. Subject (a) Provided that both when it exercises the first option to extend described below and when the provisions of Section 5 of First Extended Term (as defined below) commences (i) this Schedule “A”, provided the Lease is in full force and effect, (ii) Tenant is not in monetary default under this Lease, or in non-monetary default under this Lease beyond any applicable notice and further provided grace periods, and (iii) the Tenant is STRONG/MDI SCREEN SYSTEMS, INCoccupies at least 68% of the demised premises. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the option to renew extend the term of this Lease (collectively, the “Options to Renew”, and each, for an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a additional period of five (5) years minus one (1the "First Extended Term"). Such option to extend the term of this Lease may be exercised only by Tenant giving written notice to Landlord on or before the date that is 18 months (the "First Exercise Date") day prior to the original Expiration Date. If this Lease shall be terminated or if any of the other conditions to Tenant's option to extend described above shall no longer be satisfied at any time before the commencement of the First Extended Term, Tenant's option to extend the term of this Lease, or its exercise thereof, or the First Extended Term, or any lease created by any such exercise, shall be abrogated and rendered null and void. If Tenant fails to timely give such notice, Tenant's option to extend this Lease for the First Extended Term shall be terminated and be deemed waived by Tenant. If Tenant is in monetary default at the time it exercises the first option to extend and Tenant cures such default prior to the First Exercise Date, Tenant shall be entitled to re-exercise such option by giving notice to Landlord on or before the First Exercise Date so long as the conditions specified above are satisfied as of such exercise date. Provided that both when it exercises the second option to extend described below and when the Second Extended Term (each a “Renewal as defined below) commences (i) this Lease is in full force and effect, (ii) Tenant is not in monetary default under this Lease and (iii) the Tenant occupies at least 68% of the demised premises, Tenant shall have the option to extend the term of this Lease for an additional period of five (5) years (the "Second Extended Term”"). Such option to extend the term of this Lease may be exercised only by Tenant giving written notice to Landlord on or before the date that is 18 months (the "Second Exercise Date") prior to the expiration of the First Extended Term. It is expressly agreed that Tenant shall not have an option to extend the term of this Lease beyond the expiration of the Second Extended Term. If this Lease shall be terminated or if any of the other conditions to Tenant's option to extend described above shall no longer be satisfied at any time before the commencement of the Second Extended Term, commencing Tenant's option to extend the term of this Lease, or its exercise thereof, or the Second Extended Term or any lease created by any such exercise, shall be abrogated and rendered null and void. If Tenant fails to timely give such notice, Tenant's option to extend this Lease for the Second Extended Term shall be terminated and be deemed waived by Tenant. If Tenant is in monetary default at the time it exercises the second option to extend and Tenant cures such default prior to the Second Exercise Date, Tenant shall be entitled to re-exercise such option by giving notice to Landlord on or before the day immediately Second Exercise Date so long as the conditions specified above are satisfied as of such exercise date.
(b) Upon Tenant's giving notice of its election to extend the term of this Lease for the First Extended Term pursuant to paragraph (a) above, this Lease shall be deemed automatically amended as of the date following the expiry original Expiration Date as follows:
(i) the basic annual rent for the First Extended Term shall be the greater of (x) the basic annual rent payable under this Lease immediately prior to the original Expiration Date or (y) the fair market rent for the demised premises for the First Extended Term as determined pursuant to Section 44.02; and (ii) the Expiration Date of the Extended Term shall be the last day of the month in which the 5th anniversary of the original Expiration Date occurs (the "Extended Expiration Date"). Upon Tenant's giving notice of its election to extend the term of this Lease for the Second Extended Term pursuant to paragraph (a) above, this Lease shall be deemed automatically amended as of the date following the Extended Expiration Date as follows:
(i) the basic annual rent shall be the greater of (x) the basic annual rent payable under this Lease immediately prior to the Extended Expiration Date or (y) the fair market rent for the demised premises for the Second Extended Term as determined pursuant to Section 44.02; and (ii) the expiration date of the then current Term. Each Renewal Second Extended Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date last day of the Renewal Term month in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond which the fifth (5th) Renewal Termanniversary of the Extended Expiration Date occurs. Tenant and Landlord shall promptly execute and deliver an appropriate modification of this Lease to evidence said amendment(s).
(a) For purposes of this Article 44, and the Options to Renew in such instances that it is provided that Tenant shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premisespay a "fair market rent" as basic annual rent, if any, for which no Base Rent is payable) during each Renewal Term such fair market rent shall be the Base Rent payable during the last year of the then current Term increasedproposed by Landlord giving notice therefor (a "FMR Notice"), on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent not later than ninety (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”90) to be received by the Landlord no earlier than twelve (12) months days prior to the expiry date of original Expiration Date or the then current TermExtended Expiration Date, as applicable.
(b) Within thirty (30) days after Landlord gives a FMR Notice, Tenant shall notify Landlord as to whether or not it agrees with Landlord's proposed fair market rent, and if it does not so agree, Tenant shall in such notice submit to Landlord its proposed fair market rent. If Tenant fails to validly exercise an Option respond as aforesaid within said 30 day period, Tenant hereby agrees that it shall be deemed conclusively to Renewhave agreed to the fair market rent proposed by Landlord.
(c) If Landlord and Tenant do not agree upon the fair market rent, the Tenant matter shall be deemed, for all legal purposes, submitted to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together arbitration in accordance with the provisions of Article 43 hereof, subject, however, to the following modifications:
(i) the arbitrator selected shall have at least ten (10) years' experience in the leasing or management of office space in the northern New Jersey office market. The fees and expenses of the arbitrator and all other expenses (not including the attorneys' fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne equally by the parties hereto;
(ii) within two business days after the appointment of the arbitrator, there shall be submitted to the arbitrator the FMR Notice containing Landlord's proposed fair market rent and a copy of Tenant's response thereto containing Tenant's proposed fair market rent;
(iii) within ten (10) business days thereafter, the arbitrator shall select either the fair market rent proposed by Landlord or Tenant, whichever the arbitrator determines is closest to his determination of the fair market rent for the demised premises.
(iv) in rendering such decision, the arbitrator shall determine the fair market rent that would be agreed upon by Landlord and a new unrelated third party tenant, and in connection therewith shall assume or take into consideration as appropriate all of the following: (A) the Landlord and prospective tenant are typically motivated; (B) the Landlord and prospective tenant are well informed and well advised, and each is acting in what it considers its own best interest; (C) a reasonable time under then-existing market conditions is allowed for exposure of the demised premises on the open market; (D) the demised premises are being delivered "as-is" and require no additional work by Landlord and that no work has been carried out thereon by the Tenant, its subtenant, or their predecessors in interest during the term which has diminished the rental value of the demised premises; (E) Landlord will not be providing any work allowance to Tenant for the build-out of the demised premises; (F) in the event the demised premises have been destroyed or damaged by fire or other casualty, they have been fully restored; (G) that the demised premises are to be let with vacant possession and subject to the provisions of this Lease for a five (5) year term; (H) market rents then being charged for comparable space in other similar office buildings in the same area; (I) the computation of the number of rentable square feet contained in the demised premises shall be based on the square footage specified in Section 1.01(b); (J) the Base Tax Year and the Base Operating Year shall be as stated herein; and (K) a full brokerage commission shall be payable by Landlord to the extent a brokerage commission is required to be paid by Landlord pursuant to the terms of the separate agreement between Landlord and the brokers referred to in Section 24.01 of this Lease. In rendering such decision and award, the arbitrator shall not modify the provisions of this Lease.
(v) the decision and award of the arbitrator shall be in writing and be final and conclusive on all parties and counterpart copies thereof shall be delivered to each of said parties. Judgment may be had on the decision and award of the arbitrator so rendered in any court of competent jurisdiction.
(d) In the event that any payment of basic annual rent is due hereunder prior to the determination of the arbitrator, Tenant shall pay as the basic annual rent it is obligated to pay under this Lease the amount set forth in the FMR Notice. If the arbitrator determines that the basic annual rent payable pursuant to this Article 44 is less than that set forth in the FMR Notice, then Tenant shall be entitled to a credit in the amount of its overpayment for such period against subsequent payments of basic annual rent or additional rent due hereunder.
(e) Nothing contained in this Section 44.02 shall ipso facto become null and void and be deemed in any way to alter or modify the provisions of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoArticle 3 hereof.
Appears in 1 contract
OPTION TO RENEW. Subject to (a) if the provisions of Section 5 term of this Schedule “A”, provided the Lease is shall then be in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing complied fully with its obligations under the Leasehereunder, the Tenant shall have five (5) options the option to renew extend the term of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “the "Renewal Term”), ") commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionExpiration Date, save and except that:
a) the provided however that Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the give Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (election to extend the “Notice of Renewal”) to be received by the Landlord term no earlier than twelve eighteen (1218) months prior to the expiry date Expiration Date nor later than fifteen (15) months prior to the Expiration Date of the then current Termterm. TIME BEING OF THE ESSENCE in connection with the exercise of Tenant's option pursuant to this Article.
(b) Such extension of the term of this Lease shall be upon the same covenants and conditions, as herein set forth except for the Fixed Basic Rent (which shall be determined in the manner set forth below), and except that Tenant shall have no further right to extend the term of this Lease after the exercise of the single option described in paragraph (a) of this Article. If Tenant fails shall duly give notice of its election to validly exercise an Option to Renewextend the term of this Lease, the Renewal Term shall be added to and become a part of the Term of this Lease (but shall not be considered a part of the initial Term), and any reference in this Lease to the "Term of this Lease", the "Term hereof", or any similar expression shall be deemed to include such Renewal Term, and, in addition, the term "Expiration Date" shall thereafter mean the last day of such Renewal Term. Landlord shall have no obligation to perform any alteration or preparatory or other work in and to the Premises or to make any allowance toward the cost of any work performed therein by Tenant and Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretocontinue possession thereof in its "as is" condition.
Appears in 1 contract
OPTION TO RENEW. (a) Subject to the provisions of Section 5 of this Schedule “A”terms and conditions set forth below, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the option to renew extend the Lease (collectivelyTerm as to all, but not less than all, of the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any)then-existing Premises, for further periods of five one (51) years each, except for the fifth (5th) and final Option to Renew which shall be for a extension period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%)years. In order to validly exercise its Option the option to Renew, extend. Tenant must satisfy all of the following requirements: (i) Tenant shall provide to the have provided Landlord a prior with written notice of its Tenant’s intention to exercise thereof (the “Notice of Renewal”) option to extend, which notice must be received by the Landlord no earlier than twelve (12) months and not later than nine (9) months before the expiration of the initial Lease Term, (ii) as of the date that Tenant notifies Landlord of Tenant’s intention to exercise the option and as of the expiration of the initial Lease Term, there shall be no Event of Default by Tenant under this Lease; and (iii) at no time prior to the expiry date expiration of the initial Lease Term, shall there have been any assignment or subletting of all or any portion of the Premises except for assignments or sublettings described in Section 4.18.7.
(b) In the event the initial Lease Term is extended as provided in this paragraph, Tenant shall, upon request of Landlord, evidence any such extension through the execution of a lease amendment to be provided by Landlord. The extension shall be on the same terms, covenants and conditions as set forth in this Lease; provided that, the monthly Base Rent during the extension period shall be the greater of (i) the fair market rental (the “Fair Market Rental Rate”) then current Termin effect for similar class A office properties, of equivalent size, at the commencement of the extension period, as mutually determined by Landlord and Tenant, or (ii) the Base Rent for the last year of the preceding term.
(c) If the parties cannot agree on the Fair Market Rental Rate within fifteen (15) calendar days of receipt by Landlord of the notice of intent to exercise the option to extend, Landlord shall, no more than fifteen (15) calendar days thereafter, select an independent M.A.I. real estate appraiser (certified in the State of Colorado) with at least ten (1 0) years experience in the Denver, Colorado commercial real estate market, who shall prepare a written appraisal of the Fair Market Rental Rate using the assumptions described in this paragraph. The appraisal report shall be completed and delivered to Tenant and Landlord within fifteen (151 calendar days from the date Landlord ;elects the appraiser. Such appraiser’s determination of Fair Market Rental Rate shall be determinative unless Tenant disputes it as provided in the next sentence. If Tenant fails disputes such appraisal, Tenant shall within ten (10) calendar days following delivery of the appraisal report, deliver to validly exercise an Option Landlord written notice (a) that Tenant disputes such appraisal report, and (b) of the identity of the appraiser selected by Tenant meeting the qualifications set forth in this paragraph. The appraiser selected by Tenant shall submit his appraisal report of the Fair Market Rental Rate using the assumptions described in this paragraph within fifteen (15) calendar days following the delivery of Tenant’s notice to RenewLandlord disputing the initial appraisal. If the two appraisals are within five percent (5%) of each other (based on the higher number), the Tenant Fair Market Rental Rate shall be deemedthat set forth in the appraisal report of Landlord’s appraiser. If not, for all legal purposesthen within ten (101 calendar days after the delivery of the second appraisal, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of two appraisers shall appoint a third appraiser meeting the qualifications set forth in this Section shall ipso facto become null and void and of no further effectparagraph, and the Lease third appraiser shall terminate at the expiry date deliver his decision within ten (10) calendar days following his selection and acceptance of the then current Termappraisal assignment. The third appraiser shall be limited in authority to selecting, without any rights or recourses whatsoever in this opinion, which of the Tenant against two earlier appraisal determinations best reflects the Landlord related theretoFair Market Rental Rate under the assumptions set forth in this paragraph. The third appraiser must choose one of the two earlier appraisals, and, upon doing so, the third appraiser’s determination shall be the controlling determination of the Fair Market Rental Rate. Each party shall pay the costs and fees of the appraiser it selected; if a third appraiser is selected, the party whose appraisal is not selected to be the Fair Market Rental Rate by said third appraiser shall pay all of said appraiser’s costs and fees.
Appears in 1 contract
Sources: Consent to Sublease (Integrated Financial Systems Inc)
OPTION TO RENEW. Subject to (a) If the provisions of Section 5 term of this Schedule “A”, provided the Lease is shall then be in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and Lessee is not then in default of executing its obligations under the Leasehereunder beyond applicable notice and grace periods, the Tenant Lessee shall have five (5) options the option to renew extend the term of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “the "Renewal Term”), ") commencing on the day immediately following the expiry date Expiration Date, provided however that Lessee shall give Lessor notice of its election to extend the term no earlier than eighteen (18) months prior to the Expiration Date nor later than nine (9) months prior to the Expiration Date of the then current initial term. TIME BEING OF THE ESSENCE in connection with the exercise of Lessee's option pursuant to this Article.
(b) Such extension of the term of this Lease shall be upon the same covenants and conditions, as herein set forth except: (i) for the Fixed Basic Rent (which shall be determined in the manner set forth below), (ii) the Base Period Costs shall be re-set to be those incurred in the first year of the Renewal Term, and (iii) that Lessee shall have no further right to extend the term of this Lease after the exercise of the single option described in paragraph (a) of this Section. Each If Lessee shall duly give notice of its election to extend the term of this Lease, the Renewal Term shall be on the same terms added to and conditions as are contained in the Lease existing on the date immediately preceding the commencement date become a part of the Term of this Lease (but shall not be considered a part of the initial Term), and any reference in this Lease to the "Term of this Lease", the "Term hereof", or any similar expression shall be deemed to include such Renewal Term Term, and, in questionaddition, save the term "Expiration Date" shall thereafter mean the last day of such Renewal Term. Lessor shall have no obligation to perform any alteration or preparatory or other work in and except that:
a) the Tenant shall accept to the Premises and the Expansion Premises (if any) “Lessee shall continue possession thereof in its "as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;" condition.
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
(c) there shall be no further extension of If Lessee exercises its option for the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) Fixed Basic Rent during the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base fair market rent for the Premises, as hereinafter defined.
(d) Lessor and Lessee shall use their best efforts, within thirty (30) days after Lessor receives Lessee's notice of its election to extend the Term of this Lease for the Renewal Term ("Negotiation Period"), to agree upon the Fixed Basic Rent payable to be paid by Lessee during the Renewal Term. If Lessor and Lessee shall agree upon the Fixed Basic Rent for the Renewal Term, the parties shall promptly execute an amendment to this Lease stating the Fixed Basic Rent for the Renewal Term.
(e) If the parties are unable to agree on the Fixed Basic Rent for the Renewal Term during the Negotiation Period, then within fifteen (15) days after notice from the other party, given after expiration of the Negotiation Period, each party, at its cost and upon notice to the other party, shall appoint a person to act as an appraiser hereunder, to determine the fair market rent for the Premises for the Renewal Term. Each such person shall be a real estate broker or appraiser with at least ten years' active commercial real estate appraisal or brokerage experience (involving the leasing of office space as agent for both landlords and lessees) in the County of ▇▇▇▇▇▇. If a party does not appoint a person to act as an appraiser within said fifteen (15) day period, the person appointed by the other party shall be the sole appraiser and shall determine the aforesaid fair market rent. Each notice containing the name of a person to act as appraiser shall contain also the person's address. Before proceeding to establish the fair market rent, the appraisers shall subscribe and swear to an oath fairly and impartially to determine such rent. If the two appraisers are appointed by the parties as stated in the immediately preceding paragraph, they shall meet promptly and attempt to determine the fair market rent. If they are unable to agree within forty-five (45) days after the appointment of the second appraiser, they shall attempt to select a third person meeting the qualifications stated in the immediately preceding paragraph within fifteen (15) days after the last day the two appraisers are given to determine the fair market rent. If they are unable to agree on the third person to act as appraiser within said fifteen (15) day period, the third person shall be appointed by the American Arbitration Association (the "Association"), upon the application of Lessor or Lessee to the office of the Association nearest the Building. The person appointed to act as appraiser by the Association shall be required to meet the qualifications stated in the immediately preceding paragraph. Each of the parties shall bear fifty percent (50%) of the cost of appointing the third person and of paying the third person's fees. The third person, however selected, shall be required to take an oath similar to that described above. The three appraisers shall meet and determine the fair market rent. A decision in which two of the three appraisers concur shall be binding and conclusive upon the parties. In deciding the dispute, the appraisers shall act in accordance with the rules then in force of the Association, subject however, to such limitations as may be placed on them by the provisions of this Lease. Notwithstanding the foregoing, in no event shall the Fixed Basic Rent during the Renewal Term be less than the Fixed Basic Rent during the last year of the then current initial Term increasedof this Lease.
(f) After the fair market rent for the Renewal Term has been determined by the appraiser or appraisers and the appraiser or appraisers shall have notified the parties, on a cumulative basisat the request of either party, on both parties shall execute and deliver to each anniversary date other an amendment of this Lease stating the Fixed Basic Rent for the Renewal Term.
(g) If the Fixed Basic Rent for the Renewal Term has not been agreed to or established prior to the commencement date of the Renewal Term, commencing on said commencement datethen Lessee shall pay to Lessor an annual rent ("Temporary Rent") which Temporary Rent shall be equal to the Fixed Basic Rent payable by Lessee for the last year of the initial Term. Thereafter, if the parties shall agree upon a Fixed Basic Rent, or the Fixed Basic Rent shall be established upon the determination of the fair market rent by two percent the appraiser or appraisers, at a rate at variance with the Temporary Rent (2%). i) if such Fixed Basic Rent is greater than the Temporary Rent, Lessee shall promptly pay to Lessor the difference between the Fixed Basic Rent determined by agreement or the appraisal process and the Temporary Rent, or (ii) if such Fixed Basic Rent is less than the Temporary Rent, Lessor shall credit to Lessee's subsequent monthly installments of Fixed Basic Rent the difference between the Temporary Rent and the Fixed Basic Rent determined by agreement or the appraisal process.
(h) In order to validly exercise its Option to Renewdescribing the fair market rent during the Renewal Term, the Tenant appraiser or appraisers shall provide be required to take into account the Landlord a prior written notice of its exercise thereof rentals at which leases are then being concluded (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date as of the then current last day of the initial Term. If Tenant fails to validly exercise an Option to Renew) (for five (5) year leases without renewal options with the lessor and lessee each acting prudently, the Tenant shall be deemed, with knowledge and for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercisedself-interest, and these Options to Renew together with assuming that neither is under undue duress) for as-is comparable space in the provisions Building and in comparable office buildings in the County of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term▇▇▇▇▇▇, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoa Lessor contribution for tenant fit-up but with new base years.
Appears in 1 contract
Sources: Lease (Medicines Co /De)
OPTION TO RENEW. Subject to (a) As of the provisions of Section 5 of this Schedule “A”Effective Date, provided the Lease is in full force Tenant acknowledges and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options represents that Tenant's option to renew the Lease provided in Section 31.16 of the Lease has been superseded by this Amendment and is of no further force and effect. ,Notwithstanding the foregoing, provided no Event of Default has occurred and is continuing under the Lease at the time same is exercised, Tenant shall have a single option to renew the initial Term of the Lease (collectivelyas amended by this Amendment) (hereinafter in this Section 9, the “Options to Renew”, and each, an “Option to Renew”"Original Term") for the Premises and the Expansion Premises (if any), for further periods one additional term of five (5) years each, except for (the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “"Renewal Term”"). Such Renewal Term, commencing if exercised, would start on the day immediately following the expiry date of the then current TermDecember 1, 2008, and end on November 30, 2013. Each Renewal Term shall Such extension would be on the same terms and conditions as are contained set forth in (and are last applicable under) the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question(as amended by this Amendment), save and except that:
a, during such Renewal Term: (i) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date Tenant's annual rate of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required Fixed Rent shall be performed by the Tenant, at its cost, as provided in compliance with the provisions of the Lease;
Section 9 (b) immediately following; (ii) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period fit-up or construction or other incentive of whatsoever nature;
cwork or allowance or concessions relating to preparing the Premises for Tenant's occupancy; (iii) there shall be no initial free Fixed Rent and Escalation Rent abatement period; and (iv) there shall be no further extension option to renew., The exercise of such option to renew the Lease must be accomplished as follows: not later than the date which is nine (9) months prior to the last day of the Original Term (time being of the essence), Tenant, if it wishes to exercise such option, must notify Landlord in writing that Tenant elects to renew for such 5-year Renewal Term, or renewal be deemed to have waived Tenant's option to renew. Notwithstanding anything to the contrary contained in the Lease (as amended by this Amendment): (A) Tenant's option to renew shall apply only with respect to the entire Premises as then constituted, and not to a portion or portions of the Premises as then constituted; (3) if Tenant fails to properly and timely exercise its option to renew hereunder, said option shall be null and void; (C) Tenant's option to renew shall be limited to Initial Tenant (or any Affiliate of Initial Tenant succeeding to Initial Tenant's interest hereunder pursuant to the terms of the Lease beyond or any successor to Initial Tenant's interest in this Lease by bona- fide merger or acquisition) only, and shall not be transferred or assigned to any other party; and (D) Tenant must be in occupancy of the fifth entire Premises, as then constituted under the Lease (5thas amended by this Amendment), at the time of the exercise of such option.
(b) The annual Fixed Rent for the Renewal Term provided above shall be ninety-five percent (95%) of the annual "Fair Rental Value of the Premises" determined as follows: Upon Landlord's receipt of Tenant's timely notice of Tenant's election to renew and commencing on the start of the calendar month which is eight (8) months before the end of the Original Term, Landlord and Tenant shall have a period of fifteen (15) days within which to enter a written agreement fixing the Options Fixed Rent for the Renewal Tex ni at ninety-five percent (95%) of the then Fair Rental Value of the Premises, which Fair Rental Value shall be based on the annual fair rental value for comparable, first-class commercial office space (including any available in the Building) on comparable terms and conditions in the Connecticut towns of Shelton, Trumbull, Stratford and Milford, as of such applicable date. If the parties agree in writing to Renew shall not apply anew; and
d) the Base Fixed Rent payable for the Premises for the Renewal Term within such fifteen (excluding 15) day period, then the Expansion Premises, if any, Fixed Rent for which no Base Rent is payable) during each the Renewal Term shall be governed by such agreement. If the Base parties are unable to so agree on the Fixed Rent payable during for the last year Renewal Term, then such figure shall be determined as follows: Each party shall, within ten (10) days after the expiration of such fifteen (15) day period, appoint a reputable, independent, commercial MAI appraiser, commercial real estate broker or commercial real estate consultant, which, as to any such selected party, has had not less than ten (10) years' experience appraising and/or leasing comparable, first-class commercial properties in the Connecticut towns of Shelton, Trumbull, Stratford and Milford (an "Advisor"). On the failure of either party to appoint such Advisor within ten (10) days after notification of the appointment by the other party, the person appointed as an Advisor shall appoint an Advisor to represent the party who has not so appointed an Advisor. The two (2) Advisors appointed in either manner above provided shall then current Term increased, on a cumulative basis, on each anniversary date proceed to act to determine such figure equaling ninety-five percent (95%) of such Fair Rental Value of the Premises as of the such applicable date, in accordance with the above definition. In the event of their inability to reach an agreement between them within ten (10) days, they shall, within ten (10) days thereafter, appoint a third similarly qualified Advisor who has had not less than ten (10) years' experience appraising comparable, first-class commercial properties in the Connecticut towns of Shelton, Trumbull, Stratford and Milford. If the three (3) Advisors are then unable to reach an agreement within ten (10) days thereafter, the decision of a majority of them shall determine such figure equaling ninety-five percent (95%) of such Fair Rental Value of the Premises, in accordance with the above definition (which majority decision shall be made by the third Advisor picking one of the two such submitted figures by the other Advisor(s)). The final decision of the Advisors shall be delivered to the parties in writing not later than six (6) months before the expiration of the Original Term (the "Decision Date"), time being of the essence. Landlord and Tenant agree to each pay one-half (1/2) of the expenses and reasonable fees of the Advisors and to be bound by their final decision.
(c) If for any reason by the commencement date of the Renewal Term, commencing on said commencement datethe Fixed Rent for such period shall not have been finally determined, by two percent (2%)Tenant shall, until such determination, continue to pay the Fixed Rent at the then annual rate of $228,871.35. In order to validly exercise its Option to RenewUpon such final determination, Tenant shall thereafter pay such Fixed Rent for a rate which is based upon the Fixed Rent for the Renewal Term as so determined and shall pay Landlord the balance, if any, which shall be owing for the period preceding such determination. If upon final determination of such Fixed Rent rate, it shall be that Tenant overpaid Fixed Rent for the period of time preceding such determination, Landlord shall pay Tenant the difference, Whenever the Fixed Rent for the Renewal Term shall have been determined, the Tenant parties hereto, on request of either of them, shall provide enter into a stipulation with respect to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date amount of the then current Term. If Tenant fails to validly exercise an Option to Renew, Fixed Rent for the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.Renewal Tenn.
Appears in 1 contract
Sources: Premises Relocation and Lease Amendment Agreement (National Patent Development Corp)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the option to renew the this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”"Renewal Option") for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day additional term of seven (each a “Renewal Term”)7) years, commencing upon the expiration of the initial Term of this Lease. The Renewal Option must be exercised, if at all, by written notice given by Tenant to Landlord not earlier than fifteen (15) full calendar months prior to expiration of the initial Term of this Lease and not later than twelve (12) full calendar months prior to expiration of the initial Term of this Lease. Notwithstanding the foregoing, at Landlord's election, the Renewal Option shall be null and void and Tenant shall have no right to renew this Lease pursuant thereto if on the day immediately following date Tenant exercises the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing option or on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
arenewal period (i) the Tenant shall accept originally named in this Lease is not in occupancy of at least eighty percent (80%) of the rentable square footage of the Premises and the Expansion Premises then demised hereunder or does not intend to continue to occupy at least eighty percent (if any80%) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, rentable square footage of the Tenant hereby renouncing Premises then demised hereunder (but intends to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions assign this Lease or modifications to sublease or vacate a portion of the Premises that may would result in such occupancy threshold not be required shall be performed by met), or (ii) Tenant is in default of any of its obligations under this Lease; provided, however, that in the Tenant, at its cost, in compliance with the provisions case of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew a non-monetary default hereunder where Landlord shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the have previously given Tenant shall provide to the Landlord a prior written notice of such default, Landlord may not exercise its election to void Tenant's exercise thereof (the “Notice of Renewal”) Tenant's renewal option unless Landlord gives written notice of such default to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant and Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretocure such default within five (5) business days thereafter.
Appears in 1 contract
Sources: Sublease (Aerohive Networks, Inc)
OPTION TO RENEW. Subject 27.1 Provided that the Tenant pays Rent and performs each and every one of the covenants, provisos and agreements herein contained on the part of the Tenant to be paid and performed punctually and in accordance with the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effectSub-Lease, and further provided that the Tenant is STRONG/MDI SCREEN SYSTEMShas interacted with the faculty and staff of the Head Landlord and used the services of the Head Landlord such as the library, INC. itself personallycomputing, has not assigned networking, security, athletic services of the Lease or Head Landlord, all in a manner and to an extent satisfactory to the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the LeaseHead Landlord, the Landlord shall grant to the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods one option of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be renewal for a period of five described in the Basic Terms (5) years minus one (1) day (each a the “Renewal Term”), commencing on . This option of renewal shall be exercised by the day immediately following Tenant by giving written notice to the expiry date Landlord not less than six (6) months prior to the end of the then current Term. Each Term electing to renew the Term for the Renewal Term shall be on the same terms and conditions as are contained set forth in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Sub-Lease, save and except that:
a) this option of renewal shall not form part of the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date Sub-Lease of the Renewal Term in questionTerm, the Tenant hereby renouncing Landlord shall have no obligation to all legal warranties related thereto; the Landlord having no do any work to perform in the Premisesdescribed as Landlord’s Work, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, and no allowance, no free rent period, nor any other inducement, free occupancy period forgiveness or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termtenant inducements, and the Options to Renew Rent. The Rent for the Renewal Term shall not apply anew; andbe determined as hereinafter provided.
d) the Base 27.2 Rent payable for with respect to the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base greater, per month, of:
(a) the Rent payable paid per month during the last year twelve (12) month period of the then current Term increasedpreceding Term; or
(b) the fair market rental value for space of comparable size, on a cumulative basis, on each anniversary date quality and location to that of the Premises as at the commencement date of the Renewal Term.
27.3 The Parties shall make bona fide efforts to agree as to the fair market rental value with respect to the Premises for the Renewal Term. If however, commencing on said the Parties have not agreed as to the amount of Rent by the sixtieth (60th) clay prior to the commencement dateof the Renewal Term, then such Rent shall be determined by two percent (2%). In order arbitration as referred to validly in Article 23.
27.4 If the Tenant fails to exercise its Option the option of renewal within the prescribed time period referred to Renewin clause 27.1, such option of renewal will be null and void and the Tenant shall provide have no further options of renewal in respect of this Sub-Lease.
27.5 Provided that the Tenant, being entitled to do so, renews the Term of the Sub-Lease and pays Rent and performs each and every one of the covenants, provisos and agreements herein contained on the part of the Tenant to be paid and performed punctually and in accordance with the provisions of this Sub-Lease, and provided that the Tenant has interacted with the faculty and staff of the Head Landlord and used the services of the Head Landlord such as the library, computing, networking, security, athletic services of the Head Landlord, all in a manner and to an extent satisfactory to the Head Landlord, the Landlord shall grant to the Tenant one option of renewal for a period described in the Basic Terms as the Second Renewal Term. This option of renewal shall be exercised by the Tenant by giving written notice to the Landlord a prior written notice of its exercise thereof not less than six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry end of the immediately preceding Term electing to renew the Term for the Second Renewal Term on the same terms and conditions set forth in this Sub-Lease, save and except there shall be no further option of renewal, the Landlord shall have no obligations to do any work described as Landlord’s Work, there shall be no fixturing period, and no rent forgiveness or tenant inducements, and the Rent. The Rent for the Second Renewal Term shall be determined as hereinafter provided. There shall be no further options of renewal of the Renewal Term.
27.6 Rent payable with respect to the Second Renewal Term shall be the greater, per month, of:
(a) the Rent paid per month during the last twelve (12) month period of the immediately preceding Term; or
(b) the fair market rental value for space of comparable size, quality and location to that of the Premises as at the commencement date of the Second Renewal Term.
27.7 The Parties shall make bona fide efforts to agree as to the fair market rental value with respect to the Premises for the Second Renewal Tenn. If however, the Parties have not agreed as to the amount of Rent by the sixtieth (60th) day prior to the commencement of the Second Renewal Term, then current Term. such Rent shall be determined by arbitration as referred to in Article 23.
27.8 If the Tenant fails to validly exercise an Option the second option of renewal within the prescribed time period referred to Renewin clause 27.5, the Tenant shall such option of renewal will be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of the Tenant shall have no further effect, and the Lease shall terminate at the expiry date options of the then current Term, without any rights or recourses whatsoever renewal in respect of the Tenant against the Landlord related theretothis Sub-Lease.
Appears in 1 contract
OPTION TO RENEW. Subject 4.01. Lessee is hereby granted the option to renew this Lease for an additional term of three (3) years (hereinafter called “extended term,”) beginning January 1, 2022, ending December 31, 2025, on similar terms, covenants and conditions herein contained, subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and following conditions which shall be applicable to said extended term:
a. Lessee is not then in default of executing its this Lease.
b. ▇▇▇▇▇▇ shall have received written notice of Lessee’s intention to exercise said option no later than December 31, 2020.
c. During the extended term, Lessee shall pay Lessor as minimum base rent, payable in thirty-six (36) successive monthly installments of $56,261.10 each, in advance, the first such payment plus any additional rent as contemplated herein being due and payable on or before the first (1st) day of January 2022, and a like payment being due and payable on or before the same day of each succeeding month thereafter until the final payment is made on December l, 2025.
4. The Lease, as modified by this First Amendment, and all obligations of Lessee are specifically conditioned upon Lessee’s ability to obtain any required extension and/or renewal of the Special Use Permit pursuant to that certain Development Agreement between the City of M▇▇▇▇▇▇ Place, Texas and Lessee’s predecessor-in-interest. This First Amendment shall in no way waive, limit or restrict Lessee’s rights under the Lease in the event Lessee is unable to operate (or obtain all required permits and approvals required to operate) in the leased premises (including without limitation Lessee’s termination rights pursuant to Sections 7.07 and 19.01 of the Lease, the Tenant shall have five (5) options to renew the ). The Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5thas modified by this First Amendment) and final Option all obligations of Lessee are further conditioned upon Lessee’s ability to Renew which shall be for obtain a period lease amendment from the adjacent tract owner Beechnut FEC LLC extending the term of five (Lessee’s lease of such adjacent tract.
5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms The parties hereby agree and conditions as are acknowledge that notwithstanding anything contained in the Lease existing on to the date immediately preceding contrary at the commencement date end of the Renewal Term term of the Lease (as extended hereby) Lessee shall only be obligated to surrender possession of the leased premises, vacant and broom clean, in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) its “as is”” condition and state of repair, subject to reasonable wear and tear and damage caused by Lessor’s acts, casualty, condemnation or other events of force majeure. The foregoing shall in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at way release Lessee from its cost, in compliance with the provisions obligations under Article 23 of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Sources: Lease Agreement (Vroom, Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the 33.1 Tenant shall have five (5) options an option to renew extend the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be Initial Term for a period of five (5) years minus one (1) day (each a “Renewal hereinafter referred to as the "First Extended Term”"), commencing on upon the day immediately following the expiry date of the then current Term. Each Renewal Term terms and conditions: (a) said option shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed exercised by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord given no earlier later than twelve (12) months prior to the expiry date expiration of the then current Initial Term; (b) there shall not be any uncured defaults (of which notice has been given to Tenant and with respect to which the applicable cure periods have expired) by Tenant hereunder at the time of the exercise of said option or the commencement of the First Extended Term; (c) upon such First Extended Term taking effect, this Lease shall continue for such additional period of five (5) years All of the terms, covenants and conditions of this Lease shall continue in force and effect during the First Extended Term, except that the Fixed Minimum Rent shall be at the rates set forth on Exhibit E attached hereto and made a part hereof.
33.2 Provided Tenant shall have exercised the option for the First Extended Term, Tenant shall have an additional option to extend the Term for a period of five (5) years, (hereinafter referred to as the "Second Extended Term") upon the following terms and conditions: (a) said option shall be exercised by written notice to Landlord given no later than twelve (12) months prior to the expiration of the First Extended Term; (b) there shall not be any uncured defaults (of which notice has been given to Tenant and with respect to which the applicable cure periods have expired) by Tenant hereunder at the time of the exercise of said option or the commencement of the Second Extended Term; and (c) upon such Second Extended Term taking effect, this Lease shall continue for such additional period of five (5) years. All of the terms, covenants and conditions of this Lease shall continue in force and effect during the Second Extended Term, except that the Fixed Minimum Rent shall be at the rates set forth on Exhibit E attached hereto and made a part hereof.
33.3 Provided Tenant shall have exercised the options for the First Extended Term and the Second Extended Term, Tenant shall have an additional option to extend the Term for a period of five (5) years (hereinafter referred to as the "Third Extended Term") upon the following terms and conditions: (a) said option shall be exercised by written notice to Landlord given no later than twelve (12) months prior to the expiration of the Second Extended Term; (b) there shall not be any uncured defaults (of which notice has been given to Tenant and with respect to which the applicable cure periods have expired) by Tenant hereunder at the time of the exercise of said option or the commencement of the Third Extended Term; (c) upon such Third Extended Term taking effect, this Lease shall continue for such additional period of five (5) years; and (d) there shall be no further right to extend the Term. If All of the terms, covenants and conditions of this Lease shall continue in force and effect during the First Extended Term, except that the Fixed Minimum Rent shall be at the rates set forth on Exhibit E attached hereto and made a part hereof.
33.4 In the event Tenant fails to validly exercise an Option to Renewexercises one or more of the options granted herein, the Tenant word "Term" shall be deemed, for all legal purposes, include such option period(s); the period of time referred to have renounced in Section 2.1 of this Lease is sometimes referred to exercise all Options to Renew which have not yet been exercisedas the "Initial Term", and these Options to Renew together with each or all, as the provisions of this Section shall ipso facto become null and void and of no further effectcase may be, and the Lease shall terminate at the expiry date of the then current option periods are sometimes referred to as the "Extended Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto".
Appears in 1 contract
Sources: Lease (Schein Pharmaceutical Inc)
OPTION TO RENEW. Subject to The Term may be extended, at the provisions option of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any)Tenant, for further two (2) consecutive periods of five (5) years each, except for such periods being herein sometimes referred to as, respectively, the fifth "First Extended Term" and the "Second Extended Term," as follows:
(5tha) and final Option Each such option to Renew which extend shall be for a period exercised by Tenant's delivery of five written notice to Landlord (5an "Extension Notice") years minus one on or before, but not later than (1i) day the date that is 6 months prior to the Expiration Date with respect to the First Extended Term, and (each a “Renewal Term”), commencing on ii) the day immediately following date that is 6 months prior to the expiry date end of the then current First Extended Term with respect to the Second Extended Term. Each Renewal .
(b) The First Extended Term shall be on the same terms terms, covenants and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Lease, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding payment of Rent during the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal First Extended Term. The Second Extended Term shall be on the Base Rent payable during the last year same terms, covenants and conditions of the then current Term increasedthis Lease, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with excluding the provisions of this Section 2.4, and except for the payment of Rent during the Second Extended Term. Notwithstanding anything to the contrary herein, Landlord shall ipso facto become null not have any obligation under either or both of Section 5.1 and void Article 26 during either the First Extended Term or the Second Extended Term. Tenant shall not be permitted to extend this Lease beyond the Second Extended Term, nor may Tenant elect the Second Extended Term if Tenant fails to timely and of properly elect the First Extended Term. In the event that this Lease is terminated during the original Term, for any reason whatsoever, Tenant shall have no further effect, rights with respect to the First Extended Term.
(c) The Base Rent during the First Extended Term and the Lease Second Extended Term shall terminate be payable at the expiry date rates set forth in EXHIBIT "B" attached hereto. In addition to the payment of Additional Rent (as hereinafter defined) required elsewhere in this Lease, Additional Rent during the First Extended Term and the Second Extended Term shall be increased as follows:
(i) In the event that the Consumer Price Index (as hereinafter defined) published for December of 2001 (the "Base Year") shall be less than the Consumer Price Index published for December of any calendar year in the First Extended Term or the Second Extended Term, Tenant shall pay to Landlord or Landlord's agent, as Additional Rent (as hereinafter defined) with respect to each such calendar year, an amount (the "CPI Adjustment") equal to the product obtained by multiplying the annual Base Rent (based on the rent per rentable square foot) by ninety percent (90%) of the then current Termpercentage by which the Consumer Price Index for such calendar year exceeds the Consumer Price Index for the Base Year. "Consumer Price Index" shall mean the United States Department of Labor, without Bureau of Labor Statistics, Consumer Price Index-St. Louis Metropolitan Area. All Urban Consumer All Items (1982 through 1984 = 100). The Consumer Price Index for any rights or recourses whatsoever year shall be that published for December of the Tenant against the Landlord related theretothat year.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the option to renew the term of the Lease for one renewal period (collectively, the “Options to Renew”, and each, an “Option to Renew”"Renewal Term") for the Premises and the Expansion Premises (if any), for further periods of five (5) lease years eachin duration, except for provided that Tenant shall not be in default under the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing Lease on the day immediately following date such rights are exercised, or on the expiry date the Renewal Term shall commence. The date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during day after the last year expiration of the then current Term increased, on a cumulative basis, on each anniversary date term of the commencement date Lease (unless sooner terminated as provided herein). All terms and conditions of this Lease shall be in effect during the Renewal Term (including the right of Landlord to increase base rent as provided in paragraph 2 of the Lease), except that (i) the base rent paid by Tenant during the Renewal Term shall be the lesser of: (1) ninety-five percent of the then prevailing market rental rate (the "Market Rent") for laboratory buildings in the Research Triangle Park, North Carolina area of similar research usage, utility, size, age, construction, finishes, upfit, and with similar amenities and landscaping, and similar occupancy levels to the Building, as reasonably determined by Landlord and Tenant, or (2) $24.00 per rentable square foot, triple net; and (ii) upon the exercise by Tenant of its right for the Renewal Term, commencing all rights of Tenant to renew or extend this Lease term shall lapse. The base rent established by Landlord and Tenant for the Renewal Term shall increase on said commencement date, January 1 of each year during the Renewal Term by two and three-fourths percent (2%)2 and 3/4ths) over the base rent paid the previous year. In order to validly exercise its Option to Renew, the event that Landlord and Tenant shall provide to cannot agree upon the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) base rent to be received paid by Tenant during the Landlord no earlier than twelve (12) months prior Renewal Term, this Lease shall terminate and the options to the expiry date of the then current Term. If renew provided to Tenant fails to validly exercise an Option to Renew, the Tenant hereunder shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further force and effect, and . Tenant shall deliver Landlord written notice of its election to exercise its option to renew no less than nine (9) months prior to the Lease shall terminate at the expiry date expiration of the then current Term, without any rights or recourses whatsoever initial term of the Tenant against Lease; failing which Tenant's right to renew for the Landlord related theretoRenewal Term shall be null and void.
Appears in 1 contract
Sources: Lease Agreement (Pharmaceutical Product Development Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Provided that Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under any of the Leaseterms or conditions of this Lease at the time Tenant gives notice that it wishes to exercise the renewal option or at the time the option term is scheduled to commence, then the Tenant shall have five (5) options the option, to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed exercised by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof to Landlord at least six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry date expiration of the original term of this Lease, and first renewal term respectively, to renew this Lease for one (1) additional five year term ("First Renewal Term"), and then current one (1) additional five year term ("Second Renewal Term") upon the terms and conditions provided in the original Lease. Notwithstanding the foregoing, however, the base rent payable during the First Renewal Term shall be 95% of the market value for equivalent space in the Office Complex, as determined by the average of the latest three leases for office space in the Office Complex, which leases shall be for space of at least 6,000 contiguous square feet and on a floor higher that the sixth floor of the Office Complex, as of the date Tenant exercises the option. However, if there have not been three leases for such space within the 18 month period prior to the date Tenant exercises its option for the First Renewal Term, then the market value for equivalent space in the Office Complex shall be determined by the average of the latest three leases for office space in the same class building within a two mile radius of the Office Complex and which will be for space of at least 6,000 contiguous square feet and on a floor higher than the sixth floor of such building, together with any leases written for office space in the Office Complex for space of at least 6,000 contiguous square feet and on a floor higher than the sixth floor of the Office complex during the 18 month period prior to the date Tenant exercises its option for the First Renewal Term. If The base rent payable during the Second Renewal Term shall be 95% of the market value for equivalent space in the Office Complex, as determined by the average of the latest three leases for office space in the Office Complex, which leases shall be for space of at least 6,000 contiguous square feet and on a floor higher than the sixth floor of the Office Complex, as of the date Tenant exercises its Option for the Second Renewal Term. However, if there have not been three leases for such space within the 18 month period prior to the date Tenant exercises its Option for the Second Renewal Term, then the market value for equivalent space in the Office Complex shall be determined by the average of the latest three leases for office space in the same class building within a two mile radius of the Office Complex and which will be for space of at least 6,000 contiguous square feet and on a floor higher than the sixth floor of such building, together with any leases written for office space in the Office Complex for space of at least 6,000 contiguous square feet and on a floor higher than the sixth floor of the Office Complex during the 18 month period prior to the date Tenant exercises its option for the Second Renewal Term. Notwithstanding the foregoing, if Tenant fails or is unable to validly exercise an its Option to Renewfor the First Renewal Term, then Tenant's Option for the Tenant Second Renewal Term, shall become void. There shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date right of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretorenewal.
Appears in 1 contract
Sources: Office Space Lease Agreement (Preferred Employers Holdings Inc)
OPTION TO RENEW. Subject Landlord hereby grants Tenant the option to renew (the "RENEWAL OPTION") the initial Term (not to include, for purposes of this SECTION 1.4 only, any Renewal Term, as hereinafter defined) for one (1) additional term of 60 months (the "RENEWAL TERM"), commencing as of the date immediately following the expiration of the initial Term, such option to be subject to the provisions following covenants and conditions:
(i) Tenant shall give Landlord notice (the "RENEWAL NOTICE") of Section 5 Tenant's election to exercise its Renewal Option not later than 180 days prior to the expiration of this Schedule “A”the initial Term of the Lease; provided that Tenant's failure to give the Renewal Notice by said date, provided whether due to Tenant's oversight or failure to cure any existing defaults or otherwise, shall render the Lease Renewal Option null and void.
(ii) Tenant shall not be permitted to exercise any Renewal Option at any time during which Tenant is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options subject to renew the Lease (collectively, the “Options to Renew”, applicable notice and each, an “Option to Renew”) for the Premises and the Expansion Premises cure periods (if any). If Tenant fails to cure any default under the Lease prior to the commencement of the Renewal Term, subject to applicable notice and cure periods, the Renewal Term shall be immediately canceled, unless Landlord elects to waive such default, and Tenant shall forthwith deliver possession of the Premises to Landlord as of the expiration or earlier termination of the initial Term of the Lease.
(iii) Tenant shall be deemed to have accepted the Premises in "as-is" condition as of the commencement of the Renewal Term, subject to any other repair and maintenance obligations of Landlord under the Lease, it being understood and agreed that Landlord shall have no additional obligation to renovate or remodel the Premises or any portion of the Building as a result of Tenant's renewal of the Lease.
(iv) The covenants and conditions of the Lease in force during the initial Term, as the same may be modified from time to time, shall continue to be in effect during the Renewal Term, except that the "Base Rent" for further periods the Renewal Term shall be at the rate then prevalent in Miami-Dade County, Florida for similar properties (the "FAIR MARKET RENTAL VALUE"), but in no event shall such rate be less than the Base Rent for the year immediately preceding the first year of such Renewal Term, and shall escalate annually at the rate of three percent (3%). Following receipt by Landlord of the Renewal Notice, Landlord shall notify Tenant of the "fair market rental value" of the Premises as of the commencement of the Renewal Term. If Tenant disputes Landlord's opinion, Tenant shall have the right, by written notice to Landlord given within 20 days after receiving Landlord's notice of the "fair market rental value", to object to the amount thereof. Failure by Tenant to give notice of objection within such 20-day period (time being of the essence) shall constitute an acceptance by Tenant of the "fair market rental value" as determined by Landlord. If Tenant shall so object, Tenant shall, at its cost and expense, engage an appraiser who is a member of the Appraisal Institute and who has at least five (5) years eachexperience in the appraisal of similar buildings in the Miami-Dade County, except Florida area, to determine the "fair market rental value" of the Premises as of the commencement of the Renewal Term. Such appraiser shall render his or her report to Landlord and Tenant not later than 30 days after the date of Tenant's notice of objection to the "fair market rental value" as determined by Landlord. If such appraiser shall fail to render such report within said 30-day period (time being of the essence), Tenant's objection to the "fair market rental value" as determined by Landlord shall conclusively be deemed to have been waived and the Base Rent for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on as determined by Landlord. If the appraiser shall render his or her report within such 30-day period and the "fair market rental value" so determined shall not be acceptable to Landlord, Landlord shall have the right, at its cost and expense, to so notify Tenant. Landlord shall then select an appraiser (having the same terms and conditions qualifications as are contained in those set forth above) to determine the Lease existing on "fair market rental value" of the date immediately preceding Premises as of the commencement date of the Renewal Term in questionTerm. In the event that the two appraisals shall determine a "fair market rental value" which shall not differ by more than 5% of the lower rent, save the "fair market rental value" shall be deemed to be the average of the two appraisals. If the two appraisals shall differ by more than such 5% amount, then the two appraisers shall select a third appraiser, and except that:
a) the "fair market rental value" of the Premises as determined by such third appraiser shall be binding and conclusive upon Landlord and Tenant. The appraiser for Landlord and the appraiser for Tenant shall accept select such third appraiser within 10 days after Landlord notifies Tenant that such third appraisal is required. The said third appraiser shall be instructed to render his or her report to Landlord and Tenant not later than 30 days after the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the his or her engagement.
(v) Tenant's Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may Option shall not be required shall be performed transferable by the Tenant, at its cost, except in compliance conjunction with a permissible transfer in accordance with the applicable provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, no event shall a subtenant have the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced right to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoa Renewal Option.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the (a) Tenant shall have five one (51) options option to renew extend the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1the "Option Period") day with at least twelve (each a “Renewal Term”), commencing on 12) months (but no more than eighteen (18) months) prior written notice of its intention to extend the day immediately following Lease prior to the expiry date expiration of the then current Term. Each Renewal Term shall be on Notwithstanding anything herein to the same terms and conditions contrary, if Landlord has given notice to Tenant that an Event of Default, as are contained defined in the Lease existing on Lease, has occurred, which Event of Default has not been cured by Tenant at the date immediately preceding the commencement date time Tenant gives Landlord notice of its exercise of the Renewal Term in question, save and except that:
a) option granted hereunder or at the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date time of the commencement date of the Renewal Termextended term, commencing on said commencement datethe option shall automatically terminate and become null and void.
(b) In the event the renewal option is timely exercised, by two the Lease shall be extended for the term of the Option Period upon all of the terms and conditions of the Lease (except that the Option Period shall apply to the Additional Space only to the extent provided in Section 7(h) below), provided that (i) the annual Base Rent for the Option Period shall be ninety-five percent (295%). In order ) of the "Fair Market Rent", subject to validly exercise its Option to Renewperiodic adjustments thereto, for the Tenant shall provide Premises, excluding all Additional Space, if any, already added to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) Premises pursuant to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section 8 herein, (ii) the Base Expense and Tax Year ▇▇▇▇▇ ▇▇ ▇▇▇▇, (▇▇▇) Tenant shall ipso facto become null and void and of have no further effectright to extend the term of this Lease, (iv) the Premises shall be accepted by Tenant in "AS IS" condition with no tenant improvements to be built by Landlord or tenant improvement allowance to be paid by Landlord and (v) the Lease provisions of Section 12 below shall terminate at apply to such renewal. For purposes hereof, "Fair Market Rent" shall mean such base rent as constitutes the expiry date prevailing base rent paid by new and renewing tenants, which occupy a minimum of 25,000 square feet in other Class "A" office buildings in the San Francisco financial district, which the parties agree will mean the area on the north of Market Street, west of the then current TermEmbarcadero, without any rights east of Kearny Street and south of Washington Street, for comparable space and for comparable terms pursuant to leases entered into or recourses whatsoever renewed by such other tenants on or about the commencement of the Tenant against Option Period. Determination of prevailing base rent shall take into consideration all relevant lease terms, effective rental rates, rental escalations, the Landlord related theretoOperating Expenses and Property Taxes to be paid by Tenant, Building identification and signage, the age of tenant improvements and other economic factors being obtained by such other tenants, including tenant allowances and other monetary concessions, if any, granted to such other tenants, in connection with comparable space.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of 41.1. Provided that: (i) this Schedule “A”, provided the Lease is shall be in full force and effect, effect as of the date of the Renewal Notice (as hereinafter defined) and further provided as of the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is Fixed Expiration Date; (ii) there shall not then be an existing default under this Lease beyond any applicable notice and cure period; and (iii) Tenant (or its Permitted Transferee) shall be in default actual physical occupancy of executing its obligations under no less than one hundred (100%) percent of the Leaserentable area of the Premises on the date of the Renewal Notice and upon the commencement of the Renewal Term (subject to casualty and condemnation), the Tenant shall have one (1) option (the “Renewal Option”) to extend the Term of this Lease for a five (5) options to renew year period (the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), ) commencing on the day immediately following the expiry date Fixed Expiration Date and ending on the fifth (5th) anniversary of the then current TermFixed Expiration Date. Each Such option shall be exercisable by written notice (the “Renewal Notice”) given to Landlord not later than the day which is twelve (12) months prior to the Fixed Expiration Date (time being of the essence). Notwithstanding the foregoing, Landlord, in its sole discretion, may waive any default by Tenant and no such default may be used by Tenant to negate the effectiveness of Tenant’s exercise of this option. The Renewal Term shall constitute an extension of the Term of this Lease and shall be on upon all of the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionTerm, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises that (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
cA) there shall be no further extension of option to renew the Term or renewal of this Lease in the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew (B) Landlord shall not apply anew; and
dbe required to furnish any materials or perform any work to prepare the Premises for Tenant’s continued occupancy and Landlord shall not be required to reimburse Tenant for any Alterations made or to be made by Tenant, and (C) the Base Fixed Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be payable at a rate per annum equal to the Base Fair Rental Value for the Premises as of the first day of the Renewal Term. During the Renewal Term, all Additional Rent payable that Tenant is obligated to pay under Article 3 of this Lease during the last year existing Term hereof shall continue without interruption, it being the intention of the then current parties hereto that the Renewal Term increasedshall be deemed a part of and continuation of the existing Term of this Lease.
Section 41.2. If Tenant has given the Renewal Notice in accordance with Section 41.1, on a cumulative basisthe parties shall make good faith efforts to agree upon the Fair Rental Value of the Premises, on each anniversary date determined as of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order the event that the parties are unable to validly exercise its Option to Renew, agree upon the Tenant shall provide to Fair Rental Value for the Landlord a prior written notice of its exercise thereof Renewal Term within six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry date first day of the Renewal Term, then current the same shall be determined as follows.
(A) Landlord, at any time within such six (6) month period or within thirty (30) days after ▇▇▇▇▇▇’s request, shall notify Tenant of Landlord’s good faith determination of the Fair Rental Value, which shall constitute the maximum that Landlord can claim is the Fair Rental Value of the Premises for the Renewal Term in any arbitration thereof (“Landlord’s Maximum Determination”). Within thirty (30) days after Landlord shall have given Tenant Landlord’s Maximum Determination (time being of the essence), Tenant shall notify Landlord whether Tenant disputes Landlord’s Maximum Determination and, if Tenant disputes Landlord’s Maximum Determination, Tenant shall set forth in such notice Tenant’s good faith determination of the Fair Rental Value of the Premises for the Renewal Term, which shall constitute the minimum that Tenant can claim is the Fair Rental Value for the Premises for the Renewal Term in any arbitration or dispute thereof (“Tenant’s Minimum Determination”). If Tenant ▇▇▇▇▇▇ fails to validly exercise an Option dispute ▇▇▇▇▇▇▇▇’s Maximum Determination or to Renewset forth Tenant’s Minimum Determination within the time period set forth above (time being of the essence), the then Tenant shall be deemed, for all legal purposes, deemed to have renounced accepted Landlord’s Maximum Determination as the Fair Rental Value. If Landlord fails to exercise all Options to Renew notify Tenant of Landlord’s Maximum Determination within thirty (30) days after ▇▇▇▇▇▇’s request therefor, then Tenant may notify Landlord of Tenant’s Minimum Determination, in which have not yet been exercisedevent Landlord may notify Tenant whether Landlord disputes Tenant’s Minimum Determination within forty-five (45) days after ▇▇▇▇▇▇’s notice thereof (time being of the essence) and set forth in such notice ▇▇▇▇▇▇▇▇’s Maximum Determination.
(B) If Landlord and ▇▇▇▇▇▇ dispute the determination of Fair Rental Value, and these Options Landlord and Tenant fail to Renew together with agree as to the provisions amount thereof within thirty (30) days after the exchange of this ▇▇▇▇▇▇▇▇’s Maximum Determination and ▇▇▇▇▇▇’s Minimum Determination, then the dispute shall be resolved by arbitration as set forth in Section 41.2(C) below. The parties agree to cooperate throughout the arbitration proceeding and to pursue an expeditious resolution thereof. If the dispute shall ipso facto become null not have been resolved on or before the first day of the Renewal Term, then pending such resolution, Tenant shall pay, as Fixed Rent for the Renewal Term, an amount equal to the average of Landlord’s Maximum Determination and void and Tenant’s Minimum Determination (the “Temporary Average Amount”). If such resolution shall be less than the Temporary Average Amount, then within thirty (30) days after the final determination of no further effectFair Rental Value, Landlord shall refund to Tenant any overpayment, and if such resolution shall be more than the Lease Temporary Average Amount, then within thirty (30) days after the final determination of Fair Rental Value, Tenant shall terminate pay to Landlord any underpayment.
(1) Any dispute as to Fair Rental Value shall be determined as follows: A senior officer of a recognized New York City leasing brokerage firm (the “Baseball Arbitrator”), shall be selected by Landlord and reasonably approved by ▇▇▇▇▇▇, and shall be paid for jointly by Landlord and ▇▇▇▇▇▇. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the AAA. The Baseball Arbitrator selected by the parties or designated by the AAA shall not have been employed or hired, nor be employed or hired by a leasing or brokerage firm employed or hired, by Landlord (or its affiliates or the Manager) or Tenant during the previous three (3) year period and shall have at least ten (10) years’ experience in (i) the expiry date leasing of office space in midtown Manhattan, or (ii) the appraisal of first class office buildings in midtown Manhattan.
(2) Landlord and Tenant shall each submit to the Baseball Arbitrator and to the other its determination of the then current Fair Rental Value for the Renewal Term, without any rights or recourses whatsoever as set forth above; provided, however that (x) Landlord’s such determination of the Fair Rental Value for the Renewal Term (“Landlord’s Determination”) may not be greater than Landlord’s Maximum Determination, and (y) Tenant’s such determination of the Fair Rental Value for the Renewal Term (“Tenant’s Determination”) may not be less than Tenant’s Minimum Determination. The Baseball Arbitrator shall determine which of Landlord’s Determination and ▇▇▇▇▇▇’s Determination more closely represents the Fair Rental Value for the Renewal Term, taking into account all relevant factors, whether favorable to Landlord or Tenant. The Baseball Arbitrator may not select any other rental value for the Renewal Term other than Landlord’s Determination or Tenant’s Determination, and such determination of the Baseball Arbitrator shall serve as the Fair Rental Value for the Renewal Term.
(3) Landlord and Tenant against hereby agree to, and hereby do: (i) waive any and all rights either of them at any time may have to revoke their agreement hereunder to submit to arbitration as set forth in this Article 41; (ii) consent to the entry of judgment in any court upon any award rendered in any arbitration held pursuant to this Article and; (iii) acknowledge that any award rendered in any arbitration held pursuant to this Article, whether or not such award has been entered for judgment, shall be final and binding upon Landlord related theretoand ▇▇▇▇▇▇.
(D) After the Fixed Rent payable for the Renewal Term has been agreed to or otherwise determined as set forth in this Article 41, the parties shall execute and deliver an instrument setting forth same, but the failure to so execute and deliver any such instrument shall not affect the determination of such Fixed Rent in accordance with this Article 41.
Section 41.3. The rights granted to Tenant in this Article 41 shall be personal to the Tenant named in this Lease (or its Permitted Transferee), and may not be assigned to any other Tenant.
Appears in 1 contract
Sources: Lease Agreement (Magnite, Inc.)
OPTION TO RENEW. Subject to the provisions Provided no uncured Event of Section 5 of this Schedule “A”, provided the Lease is in full force Default exists and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMSoccupying the entire Premises at the time of such election, INC. itself personally, has not assigned the Tenant may renew this Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further one additional periods of five (5) years eachthree years, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date by delivering written notice of the then current exercise thereof to Landlord not earlier than 12 months nor later than 9 months before the expiration of the Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding On or before the commencement date of the Renewal extended Term in question, save Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease, except thatas follows:
(a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the The Base Rent payable for each year during the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal extended Term shall be upon the Base Rent payable during following schedule:. Year 1: $318,338.16 Year 2: $331,071.72 Year 3: $344,314.56
(b) Tenant shall have no further renewal options unless expressly granted by Landlord in writing; and Initials: Landlord_________ Tenant__________ THIRD AMENDMENT TO LEASE AGREEMENT BETWEEN REGENT HOLDING CORPORATION, A FLORIDA CORPORATION ("LANDLORD") AND DALE▇▇ ▇▇▇HNOLOGIES, INC., A DELAWARE CORPORATION ("TENANT"), FOR PREMISES LOCATED AT 902 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, SUITE 226, BOCA RATON, FLORIDA 33487 (continued)
(c) Landlord shall lease to Tenant the last year Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements.
(d) Tenant's rights under this paragraph 5 shall terminate if (1) this Lease or Tenant's right to possession of the then current Term increasedPremises is terminated, on a cumulative basis, on each anniversary date (2) Tenant assigns any of its interest in this Lease (other than an assignment which does not require Landlord's consent as per Paragraph 7 (b) of this Third Amendment) or sublets more than 49% of the commencement date of the Renewal Term, commencing on said commencement date, by two percent Premises or (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”3) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly timely exercise an Option to Renewits option under this Third Amendment, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date time being of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoessence with respect to Tenant's exercise thereof.
Appears in 1 contract
OPTION TO RENEW. Subject (a) Landlord hereby grants to Tenant one (1) option (the provisions of Section 5 "Option") to extend the term of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, for an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a additional period of five (5) years minus one (the "Option Term"), all on the following terms and conditions:
(1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall The Option must be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premisesexercised, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement dateat all, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof irrevocably exercising the Option (the “Notice of Renewal”"Option Notice") delivered by Tenant to be received by the Landlord no earlier not later than twelve (12) months prior to the expiry Term Expiration Date. Further, the Option shall not be deemed to be properly exercised if, as of the date of the Option Notice or at the Term Expiration Date, (i) Tenant is in default under this Lease, (ii) Tenant has assigned this Lease or its interest therein (other than to an affiliate, parent or subsidiary of Tenant) or in connection with a permitted merger or acquisition, or (iii) Tenant, or Tenant's affiliate, parent or subsidiary, is in possession of less than fifty percent (50%) of the square footage of the Leased Premises. Provided Tenant has properly and timely exercised the Option, the term of this Lease shall be extended for the period of the Option Term, and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth in SECTION 8.01(a)(2) below.
(2) The Base Rent payable for the Option Term shall be the greater of (i) the Base Rent payable on the Term Expiration Date, or (ii) the then-current rental rate per rentable square foot (as further defined below, "FMRR") being agreed to in new leases by the Landlord and other landlords of buildings in the San Francisco, California area which are comparable in quality, location and prestige to the Building ("Comparable Buildings") and tenants leasing space in the Building or Comparable Buildings. As used herein, "FMRR" shall mean the rental rate per rentable square foot for which Landlord and/or other landlords are entering into new leases within the time period of fifteen (15) to twelve (12) months prior to the Term Expiration Date ("Market Determination Period"), with new tenants leasing from Landlord and other landlords office space in the Building and/or Comparable Buildings ("Comparative Transactions"). To the extent such other Comparable Buildings have historically received lower or higher rents from the rents in the Building, then current Termfor the purpose of arriving at the FMRR, such rates when used to establish the FMRR in the Building shall be increased or decreased as appropriate to reflect such historical differences. Landlord shall provide its determination of the FMRR to Tenant within twenty (20) days after Landlord receives the Option Notice. Tenant shall have fifteen (15) days ("Tenant's Review Period") after receipt of Landlord's notice of the FMRR within which to accept such FMRR or to reasonably object thereto in writing. In the event Tenant objects to the FMRR submitted by Landlord, Landlord and ▇▇▇▇▇▇ shall attempt to agree upon such FMRR. If Landlord and Tenant fails fail to validly exercise an Option reach agreement on such FMRR within fifteen (15) days following the expiration of Tenant's Review Period (the "Outside Agreement Date"), then each party shall place in a separate sealed envelope its final proposal as to Renew, the Tenant FMRR and such determination shall be deemed, for all legal purposes, submitted to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together arbitration in accordance with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretosubparagraph 8.01(b) below.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Provided Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under any term or condition of the LeaseLease and that an event has not occurred which, with the giving of notice or passage of time, would constitute a default, Tenant shall have five (5) options be entitled to renew the this Lease (collectively, the “Options to Renew”, and each, an “"Option to Renew”") for the Premises and the Expansion Premises Two (if any), for further periods 2) additional terms of five Five (5) years each, except for each ("Option Terms") on the fifth following terms and conditions:
(5tha) and final Tenant shall notify Landlord in writing of its intent to exercise the Option to Renew no less than one hundred twenty (120) days prior to the expiration of the Primary Lease Term or the First Option Term (as the case may be). In the event Tenant fails to so notify Landlord as required herein, Landlord shall provide Tenant with written notice of Tenant's failure to so notify Landlord, and allow Tenant an additional ten (10) days from the date of Landlord's notice within which time to so notify Landlord, in writing, of Tenant's intent to exercise the Option to Renew.
(b) Tenant's leasing during the Option Terms shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms and conditions as are contained set forth in the Lease existing on Lease, with the date immediately preceding the commencement date exception of the Renewal Term in question, save Base Rent and except that:for any provision hereof granting Tenant an option to renew the lease.
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the The Base Rent payable for during the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal First Option Term shall be the Base Rent payable during the last year of the then current Term increasedPrimary Lease Term, on a cumulative basisadjusted in accordance with Paragraph 6(e), on each anniversary date hereinabove, for the first year of the commencement date Option Term, and shall be adjusted each year thereafter, during the Option Term, in accordance with Paragraph 6(e), hereinabove. The Base Rent during the Second Option Term shall be the Base Rent payable during the last year of the Renewal First Option Term, commencing on said commencement dateadjusted in accordance with Paragraph 6(e), by two percent hereinabove, for the first year of the Second Option Term, and shall be adjusted each year thereafter, during the Second Option Term, in accordance with Paragraph 6(e), hereinabove.
(2%). In order d) Failure to validly Tenant to exercise its the Option to Renew in the time and manner set forth herein within the time period provided herein shall result in the automatic termination of such Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof .
(the “Notice of Renewal”e) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an The Option to RenewRenew may not be exercised by a subtenant or assignee of Tenant and is not transferrable by Tenant to any other party. This prohibition shall not apply to an assignee as allowed pursuant to Section 17.(e), the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoabove.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided Provided that the Tenant is STRONG/MDI SCREEN SYSTEMSnot in breach and has punctually met and performed each and every one of the covenants, INC. itself personally, has not assigned provisos and agreements herein contained on the Lease or part of the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the LeaseTenant to be performed, the Landlord will, at the expiration of the Term and on the written request of the Tenant shall have five (5) options delivered or mailed to renew the Landlord not later than six months before the expiration of the Term, grant to the Tenant a renewal of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for of the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period further term of five (5) 3 years minus one (1) day (each a “Renewal Term”), commencing on from the day immediately following the expiry date end of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in this Lease, except as to Rent, any abatements of rent, any contributions by the Landlord to the cost of Leasehold Improvements, any other incentives provided by the Landlord, and this right of renewal. The Landlord and the Tenant will make all reasonable efforts to reach agreement as to the annual rent for such 3 year period not more than three months prior to the commencement of such 3 year period and not less than two months prior to the commencement of such 3 year period and failing such agreement such annual rent will be fixed under the provisions of the Commercial Arbitration Act, R.S.B.C. 1996, c. 55, and will be the fair market rent for the Premises, having regard to the rent then currently being charged for premises of a like kind, of a like age and condition, and in comparable locations in the Lease existing City of New Westminster. Such annual rent will in any event be not less than the annual rent fixed in respect of the previous period for which annual rent has been fixed under this Lease. WHEREFORE the parties to this lease have executed this lease as of the date first given above. Per: "▇▇▇▇▇ ▇▇▇▇" Authorized Signatory ▇▇▇▇ Enterprises Corp. ("Landlord") Per: "▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇" Authorized Signatory Plan of Premises referred to 1.1 (6): To be inserted or provided separately Rules and Regulations referred to in paragraph 4.5 of this lease.
1. No animals will be allowed on the date immediately preceding Premises, without the commencement date written permission of the Renewal Term Landlord, and no birds or animals may be fed on the Property.
2. The Premises will not be used as overnight sleeping accommodation, nor for manufacturing, nor for auction sales. The address of the Premises will not be given in question, save an advertisement for laborers without the Landlord’s approval.
3. Windows will not be left open so as to admit rain or snow. All doors and windows will be securely closed and locked and all water faucets and electric lights (except that:
adisplay lighting) turned off before the Tenant leaves the Premises.
4. The Tenant shall accept not alter any existing locks nor attach any additional locks or similar devices to any door or window without the consent of the Landlord and the Landlord shall be permitted to retain one copy of all keys to the Premises.
5. The Tenant shall not make any duplicate keys without the consent of the Landlord. All keys in respect of the Premises and the Expansion Building will be delivered to the Landlord immediately after the lease has terminated.
6. The Tenant shall provide adequate receptacles for garbage and waste within the Premises (if any) “as is”, and all of the Tenant's garbage and waste will be placed in their state such containers.
7. The following conduct is prohibited in the Building and condition existing on the commencement date Property without the prior written consent of the Renewal Term in questionLandlord: canvassing, soliciting or peddling; installation of vending machines; obstruction of any sidewalk, entrance, elevator, stairway, corridor, hall, window, door or any other area outside the Premises except for access to the Premises.
8. The Tenant shall not bring on the Premises any heavy equipment, motors, explosives, or other articles or substances of a dangerous nature, or anything else which might damage the Building or anything on the Property, without the consent of the Landlord. If it consents, the Landlord may prescribe the weight, time, and manner of the transportation or location of any heavy object brought into the Building or onto the Property.
9. Freight or bulky matter of any description shall only be received in or carried in the building during hours approved by the Landlord.
10. The Tenant hereby renouncing shall employ efficient janitors or cleaners to all legal warranties related thereto; wash and otherwise clean in a reasonable manner the Landlord having no work to perform in Premises, including windows.
11. The Tenant shall keep properly painted the painted portions of the Premises, and all improvements, additions or modifications to will install in the Premises that may be required shall be performed only such window shades, drapes and floor coverings, and to apply only such wall coverings and paints as are first approved in writing by the TenantLandlord, at its cost, in compliance with the provisions of the Lease;
b) there shall such approval not to be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termunreasonably withheld, and to cause the Options same to Renew be installed or applied by competent workmen.
12. The Tenant shall not apply anew; and
d) the Base Rent payable for maintain any washrooms in the Premises (excluding in a clean and sanitary condition.
13. If the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be Premises are on the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renewground floor, the Tenant shall provide remove snow and ice from the Premises, Building, and Property attached thereto and deposit salt or a similar substance as may be reasonably required to make the Premises, Building, and Property safe.
14. Outside normal business hours, the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.may:
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have and is hereby granted five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, individually an “Option to RenewOption”) to extend this Lease beyond the Initial Term for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a an additional period of five (5) years minus one each (1) day (each a individually an “Renewal TermOption Period”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms terms, covenants, conditions and conditions rental as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the set forth herein. Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed exercise each such Option successively by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior giving written notice of its exercise thereof to Landlord not less than six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry date expiration of the Initial Term of this Lease or expiration of the then current TermOption Period, as applicable (the “Option Notice”). Notwithstanding the foregoing, Tenant shall not be entitled to extend the Term of this Lease if, at the time of exercise of an Option, an Event of Default has occurred and is continuing. If Tenant fails does not elect to validly exercise extend, or shall not be entitled pursuant to the preceding sentence to extend the Term of this Lease for an additional Option Period, all remaining rights of renewal shall automatically expire. Notwithstanding anything else contained herein, if Tenant exercises an Option hereunder and if the Base Rent for such Option Period (pursuant to Renewthe calculation called for in Section 3.2(f) hereof), (i) is less than the Base Rent that would be arrived at if the Base Rent was increased pursuant to Section 3.2(e), then Landlord may reject said Option Notice by delivering a written notice of rejection to Tenant (the “Rejection Notice”), and (ii) if the Base Rent for such Option Period (pursuant to the calculation called for in Section 3.2(f) hereof), is more than the Base Rent that would be arrived at if the Base Rent was increased pursuant to Section 3.2(e), the Tenant may withdraw its Option Notice by delivering written notice of withdrawal of the Option Notice within thirty (30) days of determination of amount of Base Rent under Section 3.2(f). Should Landlord deliver a Rejection Notice to Tenant or should Tenant withdraw its Option Notice as provided for above, Tenant’s Option Notice shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, effect and the Lease shall expire and terminate at the expiry date end of the then current Option Term. However, without any rights or recourses whatsoever Tenant may, at its option, extend the Term for the applicable Option Period after receipt of Landlord’s Rejection Notice, by delivering within thirty (30) days of receipt of Landlord’s Rejection Notice a second Option Notice (the “Second Option Notice”) stating that Tenant desires to extend the Term for the Option Period and Tenant agrees to pay Base Rent equal to Base Rent obtained by the application of the formula set forth in Section 3.2(e) hereof. Tenant against shall have no obligation hereunder to deliver a Second Option Notice or to so extend the Lease under the terms required in a Second Option Notice. Should Tenant timely deliver to Landlord related theretoa Second Option Notice which complies with the requirements of this Section, the Term of the Lease shall be extended for the applicable Option Period at the Base Rent called for in the Second Option Notice.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and Provided Lessee is not then in default of executing its obligations any of the provisions hereunder and this Lease has not been terminated or canceled under any other provisions hereof, it is agreed that the Lease, the Tenant Lessee shall have the option to extend the original term hereof for one (1) additional and consecutive five (5) options to renew year term commencing with the Lease (collectively, end of the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of original term. The five (5) years eachyear term shall be referred to hereinafter as the extended term. In the even Lessee exercises this option, all terms and conditions of this Lease shall be applicable to the extended term except for the fifth (5th) and final Option to Renew basic rental, which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions adjusted as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%)set forth hereafter. In order the event Lessee wishes to validly exercise its Option to Renewextend the term as set forth above, the Tenant Lessee shall provide to the Landlord a prior give written notice to Lessor of its exercise thereof intent to so extend at least six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry date expiration of the then current Termoriginal term. If Tenant fails to validly exercise an Option to Renew, Basic rental for the Tenant extended term shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date rate of One Hundred Ninety Five Thousand Seven Hundred Forty Four and 00/100 Dollars ($195,744.00) annually, payable in equal monthly installments of Sixteen Thousand Three Hundred Twelve and 00/100 Dollars ($16,312.00). [THE TECH CENTER AT SOUTHLAKE MAP] Southlake Tech Center #1 1570▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ [FLOOR PLAN] [FLOOR PLAN] EXHIBIT B1 [SPACE PLAN] 16 [FLOOR PLAN] EXHIBIT B-1.1 [WALL FINISHES] 17 [LEGEND] [FLOOR PLAN] EXHIBIT B-1.2 [ADDITIONAL ELECTRICAL OUTLETS] EXHIBIT B-2 Outline Specifications for Innovex Southlake Tech Building #1 1570▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ - The Lessor will procure all necessary building permits as required by the then current TermCity of Lenexa in order to expedite occupancy for the Lessee. - The premises, without any rights or recourses whatsoever prior to occupancy will be cleaned and left in a state that will allow the Lessee to occupy the premises. All carpeted areas will be vacuumed and cleaned as required. All restrooms and public areas will be cleansed and sanitized. All VCT flooring will be cleaned and waxed. All interior windows will be cleaned. All walls and doors/frames will be cleaned as required. All cleaned as required. - Demolition of existing walls as noted on the Tenant against attached Exhibit B will be removed by Lessor. Areas requiring repair and patch back will be performed in a good workmanlike manner and in a standard conforming to good quality commercial construction. - Wood blocking and backing as required will be installed. - Demolition areas receiving new acoustical ceiling will have 3-1/2 blanket insulation installed. - All new roof penetrations for new mechanical equipment installed by the Landlord related theretoLessor will be performed as required by the roofing manufacturer to insure proper warranty continuance. - All existing and new doors installed will be equipped with lever style door hardware. - Drywall surfaces requiring patching and repair will be performed prior to final wall finish. Final wall finishes shall be installed as outlined on Exhibit B-1.1. Wallcovering shall be Koroseal Palais Antique 8921-10 Walls as indicated to receive paint shall he painted Sher▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇erior Latex Paint. Walls and door frames shall be painted with SW 1305. - New acoustical ceilings installed will be standard 2x4x5/8" non-directional ceiling tile as manufactured by Arms▇▇▇▇▇ ▇▇ equal. Acoustical grid system shall be Arms▇▇▇▇▇ ▇▇▇ies 200.
Appears in 1 contract
OPTION TO RENEW. Subject In addition to the Original Term set forth in Paragraph 1.3 ("Term") of this Lease, and subject to the provisions of Section 5 Paragraph 39 ("Options") of this Schedule “A”, provided Lease:
(a) Lessee is given the Lease is in full force and effect, and further provided option to extend the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default term of executing its obligations under the this Lease, on all the Tenant shall have five (5) options to renew the provisions contained in this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be amount of Base Rent, for a period single additional term of five two (52) years minus one (1the "extended term") day (each a “Renewal Term”), commencing on the day immediately following the expiry date expiration of the then current Term. Each Renewal Original Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the this Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renewdelivering unequivocal, the Tenant shall provide to the Landlord a prior written notice of its Lessee's exercise thereof of this option (the “Notice of Renewal”"option notice") to be received by the Landlord no earlier Lessor at least six (6) months but not more than twelve (12) months prior to the expiry Expiration Date of the Original Term of this Lease, provided, -------- however, that if Lessee is in default of any provisions of this Lease on the ------- date of giving the option notice, the option notice shall be entirely ineffective, and if Lessee is in default of any provision of this Lease 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 Original Term of this Lease.
(b) Base Rent for the first twelve months of the extended term shall be the then current Termfair market rental value of the Premises, which sum shall be determined in the following manner: The parties shall have thirty (30) days after Lessor receives the option notice in which to agree on the Base Rent for the first twelve months of the extended term of the Lease. If Tenant fails the parties agree on the Base Rent for the first twelve (12) months of the extended term, they shall promptly execute an amendment to validly exercise this Lease identifying the Base Rent for such period which shall become effective upon the commencement of the extended term.
(c) If the parties are unable to agree on the Base Rent for the first twelve (12) months of the extended term of this Lease within ten (10) days after expiration of the thirty (30) day period referenced in subsection (b), above, then either party, at its cost and by giving written notice to the other party, shall appoint a real estate appraiser with at least five (5) years' full-time commercial appraisal experience in the area in which the Premises are located to appraise and set the Base Rent for the first twelve (12) months of the extended term. If a party does not appoint an Option to Renewappraiser (by giving the other party written notice of such appointment) within ten (10) days after the other party has given written notice of the name of its appraiser, the Tenant single appraiser appointed shall be deemedthe sole appraiser and shall set the Monthly Base Rent for the first twelve (12) months of 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 Monthly Base Rent for all legal purposesthe first twelve (12) months of the extended term. If they are unable to agree within fifteen (15) days after the second appraiser has been appointed, they shall attempt to have renounced elect a third appraiser meeting the qualifications stated in this paragraph within ten (10) days after the last day the two appraisers are given to exercise all Options set the Base Rent. If they are unable to Renew agree on a third appraiser, either of the parties to this Lease by giving five (5) days' notice to the other party may file a petition with the American Arbitration Association ("AAA") solely for the purpose of having the AAA select a third appraiser who meets the qualifications stated in this paragraph. Each party shall bear half the cost of the AAA appointing the third appraiser and of paying the third appraiser's fees and expenses. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. Within fifteen (15) days after the selection of the third appraiser, a majority of the appraisers shall set the Base Rent for the first twelve (12) months of the extended term. If a majority of the appraisers are unable to set the Base Rent for the first twelve (12) months of the extended term of the Lease within the stipulated period of time, the three appraisers shall be added together and their total divided by three; the resulting quotient, subject to the reduction referenced below, shall be the Base Rent for the Premises during the first twelve (12) months of the extended term of the Lease.
(d) In setting the Base Rent for the first twelve (12) months of the extended term the appraiser or appraisers, as the case may be, shall consider the use to which have not yet the Premises are restricted under this Lease.
(e) After the Base Rent for the first twelve (12) months of the extended term has been exerciseddetermined, the appraiser or appraisers shall immediately notify the parties and these Options the amount so determined shall become the Base Rent and shall be effective as of the date of commencement of the extended term, provided, however, that under no circumstances, shall the Monthly Base Rent -------- ------- during the first twelve (12) months of the extended term be less than one hundred and three percent (103%) of the Base Rent during the final month of the Original Term of this Lease.
(f) The new Base Rent shall be subject to Renew together annual CPI increases calculated in accordance with the provisions of Paragraph 49 of this Section Lease commencing at the end of the first twelve months of the extended term.
(g) The option granted to Lessee under this Paragraph 50 shall ipso facto become be voidable, at the option of Lessor, in the event that either the Building in which the Premises is located is sold to a third party prior to the expiration of the Original Term of this Lease, or in the event that the Lessor enters into a binding contract to sell the Building in which the Premises is located to a third party prior to the expiration of the Original Term of this Lease. Upon either such occurrence, Lessor shall promptly give written notice to Lessee of such fact and of Lessor's election to declare this option void. Upon receipt by Lessee of any such notice, this option and all of Lessee's rights under this option shall be rendered null and void and of no further force or effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Sources: Standard Industrial/Commercial Multi Tenant Lease (Razorfish Inc)
OPTION TO RENEW. Subject (a) The Landlord hereby grants to the provisions of Section 5 of this Schedule “A”Tenant, provided the Lease is in full force and effect, and further provided so long as the Tenant is STRONG/MDI SCREEN SYSTEMSWithout Default, INC. itself personallythe right and option to renew the Initial Term of this Lease, has upon its then existing terms and conditions, except as set forth herein, for one (1) additional term to be agreed upon, but in any event for at least five (5) years and no greater than ten (10) years (the “Renewal Term”).
(b) The Tenant shall give the Landlord written notice (the “Renewal Notice”) of the Tenant’s election to exercise the renewal option for the Renewal Term by written notice to the Landlord received by the Landlord not assigned more than four hundred fifty (450) days and not less than three hundred sixty-five (365) days prior to the expiration of the Initial Term.
(c) In the event that the Tenant fails to be Without Default under this Lease upon the commencement of the Renewal Term, the Renewal Term shall be immediately cancelled, unless the Landlord elects to waive such default, and the Tenant shall forthwith deliver possession of the Premises to the Landlord as of the expiration date or the subleased earlier termination of the Premises, or a portion thereof, and is not then in default current Term of executing its obligations under the this Lease.
(d) Upon any renewal of this Lease, the Tenant shall be deemed to have accepted the Premises in “as is” condition as of the commencement of the Renewal Term, subject to any other repair and maintenance obligations of the Landlord under this Lease, it being understood and agreed that the Landlord shall have no obligation to renovate or remodel the Premises or any portion of the Building as a result of the Tenant’s renewal of this Lease, except as otherwise included as part of the Market Rate determination set forth in Section 3.03(e) below and included in a written amendment to this Lease.
(e) The covenants and conditions of this Lease in force during the Initial Term of this Lease shall continue to be in effect during any Renewal Term, except that the Rent Commencement Date for the purposes of this Lease shall be the first day of the Renewal Term, and the Base Rent for the first year of the Renewal Term shall be ninety-five percent (595%) options of the then prevailing Market Rate for rents for the tenants of office space in excess of one hundred thousand (100,000) square feet of Rentable Area comparable to renew the Lease (collectivelyPremises in downtown Jacksonville, Florida. For purposes of this Lease, the “Options Market Rate shall be determined as follows:
(i) Depending on the term of the renewal desired by the Tenant, the Landlord shall propose to Renew”the Tenant the Market Rate for the Renewal Term within thirty (30) Business Days following the Landlord’s receipt of the Tenant’s Renewal Notice. The Landlord’s proposal of Market Rate shall include its determination of the base rent, the additional rent, parking privileges and terms, the tenant improvement allowances, base year reset, and eachother such terms as are subsumed in the determination for market rents for comparable office tenancies. The Tenant shall have fifteen (15) Business Days following its receipt of the Landlord’s notice within which to advise the Landlord in writing either that (i) the Tenant accepts the Landlord’s proposed Market Rate and renews the Term at such rate or (ii) the Tenant objects to the Landlord’s proposed Market Rate. If no objection is received by the Landlord within such fifteen (15) Business Day period, an “Option then the Tenant shall be deemed to Renew”have elected to exercise its renewal option at the rate and on the terms set forth in Landlord’s notice.
(ii) for If the Premises Tenant’s objection to the Landlord’s proposed Market Rate is timely received by the Landlord, then the Landlord and the Expansion Premises Tenant shall attempt in good faith to agree upon the Market Rate within fifteen (if any15) business days following the date of the Tenant’s objection to the Landlord’s notice. If the Landlord and the Tenant agree upon the Market Rate within such fifteen (15) business day period, then the Market Rate shall be the agreed upon base rent rate.
(iii) If the Landlord and the Tenant are unable to agree on the Market Rate within the fifteen (15) business day period described in the preceding subparagraph (after timely notice of the Tenant’s objection to the Landlord’s proposed Market Rate), then the Market Rate shall be determined by appraisal as set forth herein. The Landlord and the Tenant shall attempt to agree on a single M.A.I. appraiser. Each appraiser [whether one (1) or three (3)] shall be a disinterested licensed appraiser expert in the downtown market of Jacksonville, Florida who, as his/her primary livelihood, has been active in the valuation of commercial properties in this market for further periods of no less than five (5) years eachand who has not previously represented either party or any related party and no such appraiser shall have a conflict of interest. If the Landlord and the Tenant shall fail to agree on the choice of a single appraiser within ten (10) business days after demand by either party, except for the fifth (5th) and final Option to Renew which then each shall be for a period of select an appraiser within five (5) years minus business days after the expiration of the prior ten (10) day period. If either the Landlord or the Tenant fail to appoint an appraiser, then the appraiser selected by the other party shall select the second appraiser within five (5) business days following the expiration of the applicable five (5) day period referred to hereinabove. The two (2) appraisers thus selected shall select, within ten (10) business days after their appointment, a third appraiser. If the two (2) appraisers so selected shall be unable to agree on the selection of a third appraiser, then either appraiser, on behalf of both, shall request such appointment by the American Institute of Real Estate Appraisers, herein referred to as the “Institute” (or any successor association or body of comparable standing if the Institute is not then in existence). Each appraiser shall be a member in good standing of the Institute and hold the highest general designation of membership therein.
(iv) The Market Rate shall be determined by the appraisers [whether one (1) day or three (each a “Renewal Term”3), commencing on the day immediately following the expiry date ] based upon customary and usual appraisal techniques of expert appraisers as of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the scheduled commencement date of the Renewal Term, commencing on said commencement date, by two percent . The appraiser [if one (2%1). In order to validly exercise its Option to Renew, ] or each of the Tenant appraisers [if three (3)] shall provide prepare a written report of his/her determination of the Market Rate and deliver a copy to the Landlord a prior written notice and the Tenant within thirty (30) days of its exercise thereof the selection of the appraiser if only one (1) appraiser is used, or within forty-five (45) days of the “Notice selection of Renewal”the third appraiser if three (3) appraisers are used. The Market Rate for purposes of this Lease shall equal the rental rate established by the one (1) appraiser if only one (1) appraiser is used, or the average of the proposed rental rates established by each appraiser if three (3) appraisers are used.
(v) If the appraisal process described hereinabove is used to determine the Market Rate, then the reasonable fees and expenses of the appraisers shall be received shared equally by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoTenant.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”Pzena Investment Management, provided the Lease is in full force and effectLLC only, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMSas Tenant, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the one-time right, at its option, to renew the Lease Original Lease, as amended by this Amendment (collectively, the “Options to RenewRenewal Option”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods all of the 20th/21st Floor Space only, for a renewal term (“Renewal Term”) of five (5) years each, except for the fifth years. The Renewal Term shall commence (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal TermTerm Commencement Date”), commencing ) on the day immediately following the expiry date of the then current Term. Each Renewal Term 20th/21st Floor Space Expiration Date and shall be terminate on the same terms and conditions as are contained in the Lease existing on the date day immediately preceding the commencement date fifth anniversary of the Renewal Term in question, save and except that:
a) the Commencement Date. Tenant shall accept exercise the Premises option described herein by giving Landlord written notice of such election to renew (“Renewal Notice”) not later than the day which is eighteen months prior to the 20th/21st Floor Space Expiration Date, and upon the Expansion Premises (if any) “giving of such notice the Original Lease, as is”amended by this Amendment, in their state and condition existing on as respects the commencement date of 20th/21st Floor Space only, shall thereupon be deemed renewed for the Renewal Term in question, with the Tenant hereby renouncing to all legal warranties related thereto; same force and effect as if the Landlord having no work to perform Renewal Term had originally been included in the Premisesterm of the Original Lease, and all improvementsas amended by this Amendment, additions or modifications as respects 20th/21st Floor Space. Time is of the essence with respect to Tenant’s Renewal Notice. The right of Tenant to renew the Premises that may be required Original Lease, as amended by this Amendment, as respects the 20th/21st Floor Space shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
bconditioned upon (i) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive Event of whatsoever nature;
c) there shall be no further extension Default at the time of the Term or renewal Renewal Notice and as of the Lease beyond the fifth Renewal Term Commencement Date, (5th) Renewal Term, and the Options to Renew shall not apply anew; and
dii) the Base Rent payable for original Tenant named herein and its Affiliates occupying, in the Premises aggregate, not less than ninety percent (excluding the Expansion Premises, if any, for which no Base Rent is payable90%) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date rentable square footage of the commencement 20th/21st Floor Space as of the date of the Renewal TermNotice and the Renewal Term Commencement Date, commencing on said commencement dateand (iii) the Original Lease, as amended by two percent (2%). In order to validly exercise its Option to Renewthis Amendment, being in full force and effect at the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date time of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, of such option and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date as of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoRenewal Term Commencement Date.
Appears in 1 contract
Sources: Lease Agreement (Pzena Investment Management, Inc.)
OPTION TO RENEW. Subject to the Right to Terminate pursuant to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect3.4, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default under the Lease, and has delivered to the Landlord, no less than nine (9) months prior to the expiry of executing the Initial Term, or the First Renewal Period, as the case may be, a written notice of its obligations under election to renew the Lease, the Tenant shall have five (5) options the right to renew the this Lease for two (collectively, the “Options to Renew”, and each, an “Option to Renew”2) for the Premises and the Expansion Premises (if any), for further additional periods of five (5) years each, except for each (the fifth (5th) and final “Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal TermRenew”), commencing on each being from June 1st, 2036 until May 31st, 2041 (the day immediately following “First Renewal Period”) and from June 1st, 2041 until May 31st, 2046 (the expiry date of the then current Term. Each “Second Renewal Term shall be Period”), on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Lease, save and except that:
(a) the Tenant shall accept the Premises and the Expansion Premises (if any) in their “as is”, in their state and where is” condition existing on the commencement date of the Renewal Term renewal period in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required nor any Landlord’s Work;
(b) the annual Basic Rent payable for the five (5) year period of each Renewal Period shall be performed equal to the current market Basic Rent prevailing prior to the commencement of the applicable Renewal Period for a renewal of a lease for buildings of similar type and condition, but shall never be less than the annual Basic Rent payable by the Tenant, at its cost, in compliance with Tenant during the provisions last year of the LeaseTerm or, as the case may be, the First Renewal Period, immediately preceding the then exercised renewal period (the “Market Basic Rent”). In the event the Landlord and Tenant do not come to an agreement on the Market Basic Rent within two (2) months of a Renewal Notice, then, the Landlord and Tenant shall each have the option to submit the issue to arbitration, subject to providing a written notice to that effect to the other party no later than thirty (30) days of the expiry of that two (2) month period, failing which the Basic Rent payable by the Tenant for the Initial Term shall be applicable until the decision is rendered by the arbitrator. Should any such notice to submit the issue to arbitration be given according to above, the arbitration shall be conducted in accordance with articles 620 to 648 of the Code of Civil Procedure, except that there will be one arbitrator only, who shall be a chartered appraiser and member in good standing of the Ordre des evaluateurs agrees du Quebec having at least ten (10) years of experience in evaluating properties of comparable type, size, age and condition of the Premises located in the area where the Building is located. Within twenty (20) days of that notice, the parties shall appoint the appraiser. If the parties do not agree on the choice of the appraiser within that twenty (20) day period, one of them may ask a judge of the Superior Court of the Province of Quebec to appoint the appraiser. Once appointed, the appraiser shall forthwith proceed to the determination of the Market Basic Rent. The appraiser/arbitrator shall provide the parties with its written report within the briefest delay. The appraisal shall be final and binding upon the Landlord and Tenant. Unless the arbitrator decides otherwise, the arbitration costs shall be borne equally between the Landlord and Tenant;
b(c) there shall be is no fixturing periodTenant’s Allowance, no allowanceEarly Occupancy Period, no free rent period, nor any other Tenant inducement, free occupancy period or other incentive of whatsoever nature;; and
c(d) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options this Option to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term anew and there shall be no other renewal periods after the Base Rent payable during Second Renewal Period. For clarity, the last year Landlord’s Right to Terminate and the Tenant’s obligation to provide and maintain the Letter of Credit shall apply to the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%)renewal periods. In order to validly exercise its This Option to Renew, the Tenant shall provide Renew is not personal to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercisedNWorks Management Corp, and these Options may be assigned or transferred to Renew together a Transferee pursuant to a Transfer in accordance with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoArticle 13.
Appears in 1 contract
Sources: Lease Agreement (White Fiber, Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant The Lessee shall have five (5) options the option to renew the this Lease for a further one (collectively, the “Options to Renew”, and each, an “Option to Renew”1) for the Premises and the Expansion Premises (if any), for further periods term of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of at the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed prevailing market rate by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior providing written notice of its exercise thereof intention to renew to the Lessor no later than six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry expiration of the Initial Term. In the event that the Lessor and the Lessee do not agree on the then prevailing market rate, such rate may be determined by a single arbitrator appointed by the agreement between the Lessor and the lessee or pursuant to the Arbitration Act. PROVIDED THAT if there is any Lessor’s Work or Lessee’s Work to be performed prior to the Lessee opening for business in the Leased Premises or the Leased Premises are occupied by a third party as of the date of the then current Term. If Tenant fails to validly exercise an Option to Renewthis Lease, the Tenant Commencement Date shall be deemedthe earlier of:
a) sixty (60) days after the Lessor has delivered vacant possession of the Leased Premises to the Lessee notwithstanding that the Lessor may still, for all legal purposesduring such sixty (60) day period, be completing its work; or
b) the opening by the Lessee to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together the public of its business in the Leased Premises. Notwithstanding any change in the Commencement Date calculated in accordance with the preceding provisions hereof, the Terms shall expire on the date set for such expiry in the first paragraph of this Section 2.03, subject always to earlier termination as provided for in this Lease. PROVIDED THAT upon the Lessor or its Architect giving notice to the Lessee that the Leased Premises are available for the commencement of the Lessee’s Work, the Lessee shall ipso facto become immediately take possession of the Leased Premises and shall occupy same for the purpose of fixturing and installing its inventory, at its own risk, for a period of zero (0) days after receipt of such notice or until the Lessee opens for business to the public in the Leased Premises, free of the payment of Gross Rent, and Additional Rent save for the obligation of the Lessee to pay for all utility charges used by the Lessee or consumed in the Leased Premises during the period of such fixturing, and shall during the period from the giving of such notice until the Commencement Date be a tenant in the Leased Premises subject to the same covenants and agreements as are contained in this Lease, mutatis mutandis. FURTHER PROVIDED THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY, if the Lessor is unable to deliver vacant possession of the Leased Premises to the Lessee for any reason, including but not limited to the holding over or retention of possession of any other lessee or occupant, or the lack of completion of any repairs, improvements or alterations required to be completed before the Lessee’s occupancy of the Leased Premises, then the time for commencement of the Term shall be extended to correspond with the period of delay and the Lessee shall not be entitled to any abatement or diminution of Rent (except that Rent shall not commence to be payable until possession of the Leased Premises is given by the Lessor to the Lessee) nor shall the validity of this Lease or the parties’ respective obligations hereunder be affected. However, if the Lessor does not give vacant possession of the Leased Premises to the Lessee within six (6) months of the date of this Lease, then the Lessor may, at is option, terminate this Lease by written notice to the Lessee and in such event this Lease shall be null and void and of no further effecteffect whatsoever. Any deposit paid by the Lessee to the Lessor shall be returned without interest or deduction, and neither party shall have any further liability to the Lease other. Forthwith, upon the Commencement Date being determined in accordance with the foregoing, the Lessee shall terminate at execute an acknowledgement of same on Lessor’s usual form. The Lessee shall pay all Gross Rent and Additional Rent calculated on a per diem basis, from when the expiry date Commencement Date occurs and thereafter all payments of Rent shall be made on the then current Term, without any rights or recourses whatsoever first day of each month throughout the Tenant against the Landlord related theretoTerm unless otherwise specified herein.
Appears in 1 contract
Sources: Lease Agreement
OPTION TO RENEW. Subject to the provisions of Section 5 of Tenant may, at its option, renew this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five for one (51) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods renewal term of five (5) years each, except for years. The renewal period shall commence immediately upon the fifth (5th) and final Option conclusion of the original term of this Lease. This option to Renew which shall renew may be for a period of five (5) years minus exercised only by written notice in the manner provided in Section 22.05 hereof no later than one (1) day (each a “Renewal Term”), commencing on year prior to the day immediately following the expiry expiration date of the then current Termoriginal term of this Lease. Each Renewal Term This shall be the exclusive and only method of exercising this renewal option and any other method shall not constitute an exercise thereof. The renewal term, granted pursuant to this option to renew, shall be on the same terms and conditions as are contained to be in effect during the original terms of this Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a: (i) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be have no further extension of the Term or renewal of the option to renew this Lease beyond the fifth expiration of the renewal period created by this Section; (5thii) Renewal Term, and the Options Minimum Rent for the renewal period shall be $193,000 per Lease Year. Tenant's Option to Renew is personal to the original Tenant and may only be exercised by the original Tenant while occupying the Leased Premises.
(i) Tenant shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payablefail to exercise this renewal option(s) during each Renewal Term the period(s) in which it is available and in the manner required hereby, or (ii) this Lease is no longer in full force and effect for any reason, or (iii) Tenant is in default and has not cured said default within the required cure period, under this Lease, at the time of such exercise, this renewal option(s) shall terminate, be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further force or effect. Unless otherwise herein expressly provided, any reference in this Lease to the "term of this Lease" shall mean the original term hereof and such renewal period(s), if validly exercised by Tenant pursuant to its option(s) to renew set forth in this Section, except to the Lease shall terminate at extent that the expiry date original term or any renewal period may be sooner terminated or canceled under any provisions of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretothis Lease.
Appears in 1 contract
OPTION TO RENEW. Subject a) Landlord hereby grants to Tenant one option (the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5"Option") options to renew the Lease term of this Lease, for an additional term of three (collectively3) years, commencing when the initial Term expires, upon the terms and conditions set forth in this paragraph.
b) Provided Tenant is not in default pursuant to this Lease, Tenant may exercise such option by giving Landlord written notice of its intention not less than six (6) months prior to the expiration of the then existing term of this Lease.
c) If this option is exercised, the “Options to Renew”, and each, an “Option to Renew”basic monthly Rent for the Premises shall become ninety-five (95%) percent of the then current fair market monthly rent ("Fair Market Rent") for the Premises and as of the Expansion Premises option period commencement date, as determined by the agreement of the parties or, if the parties cannot agree, within sixty (if any)60) days prior to the latest date on which Tenant shall be entitled to exercise the Option, for further periods of five (5) years eachthen by an appraisal. Notwithstanding the foregoing, except the basic monthly Rent for the fifth (5th) and final Premises during the Option to Renew which period shall not be less than the basic monthly Rent for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date last month of the then current initial Term. Each Renewal Term shall be on the same All other terms and conditions as are contained in the Lease existing on and this Addendum, as the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that same may be required shall be performed amended from time to time by the Tenant, at its cost, parties in compliance accordance with the provisions of the Lease;
b) there , shall be no fixturing periodremain in full force and effect and shall apply during the Option term, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there except that Tenant shall be have no further extension of option to extend the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; andhereof.
d) If it becomes necessary to determine the Base fair market rental value of the Premises by appraisal, real estate appraiser(s), all of whom shall be members of the American Institute of Real Estate Appraisers and who have at least five (5) years experience appraising office space located in the vicinity of the Premises shall be appointed and shall act in accordance with the following procedures.
(i) If the parties are unable to agree on the Fair Market Rent payable within the allowed time, either party may demand an appraisal by giving written notice to the other party, which demand to be effective must state the name, address 3, and qualifications of an appraiser selected by the party demanding an appraisal with (the "Notifying Party"). Within ten (10) days following the Notifying Party's appraisal demand, the other party (the "Non-Notifying Party") shall either approve the appraiser selected by the notifying party or select a second properly qualified appraiser by giving written notice of the name, address and qualification of said appraiser to the Notifying Party. If the Non- Notifying Party fails to select an appraiser within the ten (10) day period, the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two appraisers are selected, they shall select a third appropriately qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the county where the Premises are located upon application by either party.
(ii) If only one appraiser is selected, that appraiser shall notify the parties in simple letter form of its determination of the Fair Market Rent for the Premises within fifteen (excluding the Expansion Premises15) days following his selection, if any, for which no Base Rent is payable) during each Renewal Term appraisal shall be conclusively determinative and binding on the Base Rent payable during parties as the appraised Fair Market Rent.
(iii) If multiple appraisers are selected, the appraisers shall meet not later than ten (10) days following the selection of the last year of appraiser. At such meeting, the then current Term increased, on a cumulative basis, on each anniversary date appraisers shall attempt to determine the Fair Market Rent for the Premises as of the commencement date of the Renewal TermOption period by the agreement of at least two (2) of the appraisers.
(iv) If two (2) or more of the appraisers agree on the Fair Market Rent for the Premises at the initial meeting, commencing such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notifying both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on said commencement datethe Fair Market Rent for the Premise all appraisers shall submit to Landlord and Tenant an independent appraisal of the Fair Market Rent for the Premises in simple letter form within twenty (20) days following appointment of the final appraiser. The parties shall then determine the Fair Market Rent for the Premises by averaging the appraisers; provided that any high or low appraisal, differing from the middle appraisal by two more than ten percent (210%)) of the middle appraisal, shall be disregarded in calculating the average.
(v) The appraisers' determination of Fair Market Rent shall be based on rental space of similar age, construction, size and location as the Premises with the improvements installed therein at Landlord's expense and shall take into account Tenant's obligations to pay additional rent under this Lease. In order to validly exercise its Option to Renewdetermining Fair Market Rent, the Tenant appraisers shall provide not consider any alterations installed in the Premises at Tenant's expense.
(vi) If only one appraiser is selected, then each party shall pay one- half of the fees and expenses of that appraiser. If three appraisers are selected, each party shall bear the fees and expenses of the appraiser it selects and one-half of the fees and expenses of the third appraiser. Notwithstanding anything to the contrary contained in this paragraph, if the rent during an Option period is determined by appraisal and if Tenant does not, in its sole discretion, approve the rental amount established by such appraisal, Tenant may rescind its exercise of the Option by giving Landlord a prior written notice of its exercise thereof such election within ten (the “Notice 10) days of Renewal”) receipt of all appraisals, provided such notice is delivered to be received by the Landlord no earlier later than twelve one hundred twenty (12120) months prior to days before the expiry date end of the then current TermTerm of the Lease. If Tenant fails to validly rescinds its exercise an Option to Renewof the Option, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and then (i) the Lease shall terminate at on the expiry thirtieth (30th) day after Tenant's notice of rescission or on the date of the then current Term, without any rights or recourses whatsoever Lease would have otherwise terminated absent Tenant's exercise of the Option, whichever date is later, and (ii) Tenant against shall pay all costs and expenses of the Landlord related theretoappraisal.
Appears in 1 contract
Sources: Office Lease (Portal Software Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the (a) Tenant shall have five one option to extend the term of the lease of the Lower Lobby A Space for one four month period until December 31, 2000 (5) options such additional period being hereafter referred to renew as the Lease (collectively"LLAS Extension Period"), provided that the “Options LLAS Extension Period does not interfere with Landlord's leasing plan for the Building, which determination Landlord shall make in its sole discretion. Tenant's option so to Renew”extend may be exercised only by Tenant's giving notice to that effect to Landlord not earlier than July 15, 2000 and not later than July 31, 2000, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which time shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Termessence with respect to the exercise of such option. Each Renewal Term Landlord shall notify Tenant within 15 days ("Landlord's Rejection Period") after receipt of Tenant's notice duly exercising its option to extend the term of the lease of the Lower Lobby A Space that Landlord is rejecting Tenant's exercise because same interferes with Landlord's leasing plan, in which event Tenant's exercise of its option shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no force or effect. Subject to the provisions of subsection (b) of this Section 4, upon the giving of such notice and upon the expiration of Landlord's Rejection Period without Landlord having rejected Tenant's exercise of its option, the term of the lease of the Lower Lobby A Space only shall be extended for the LLAS Extension Period, without the execution of any further instrument. Unless the context shall otherwise require, the LLAS Extension Period shall be upon the same terms, covenants and conditions as shall be in effect immediately prior to such extension, except that there shall be no right or option to extend the term of the lease of the Lower Lobby A Space for any period of time beyond December 31, 2000.
(b) The exercise of such option to extend the term of the lease with respect to the Lower Lobby A Space at a time when an Event of Default shall have occurred and be continuing, shall be void and of no force and effect, and unless Landlord shall elect otherwise. The termination of the Lease during the original or any Extended Term shall also terminate at and render void any option or right on Tenant's part to extend the expiry date term of the then current Termlease with respect to the Lower Lobby A Space, without whether or not any rights such option or recourses whatsoever right shall have been exercised; and nothing contained in this Section 4 shall prevent Landlord from exercising any right or option granted to or reserved by Landlord in the Lease to terminate the Lease. This option may not be severed from the Lease or separately sold, assigned or otherwise transferred.
(c) During the LLAS Extension Period, Fixed Rent, the PILOT Payments, the Operating Payments and all other rent and charges payable with respect to the Lower Lobby A Space shall continue and be the same as for the initial term of the Tenant against lease of the Landlord related theretoLower Lobby A Space.
Appears in 1 contract
Sources: Lease (Dow Jones & Co Inc)
OPTION TO RENEW. Subject to the provisions (a) Provided that no uncured Event of Section 5 of this Schedule “A”Default has occurred, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day option to extend (each a “Renewal Option”) the Term of this Lease for either (i) the entire twelfth floor, or (ii) the entire Premises (as so selected, the “Extension Premises”) for sixty (60) months, commencing upon the expiration of the initial Term of the Lease (“Extension Term”), commencing on subject to the day immediately following terms of this Article 54. In the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in event Tenant elects to exercise its option to extend the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Extension Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premisesas provided hereunder, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior irrevocable written notice of its exercise thereof such election (the “Notice of RenewalElection Notice”) to be received by the Landlord ), no earlier than fifteen (15) months and no later than twelve (12) months prior to the expiry then-existing expiration date of the then current TermTerm of this Lease (the “Option Period”), which Election Notice must also specify whether the Extension Premises will consist of the space identified in clause (i) or (ii), above, of this Section 54(a). Except for Base Rent which shall be determined as set forth in Section 54(b), and for the possibility that the Extension Premises will consist of less than the entire Premises, in which case the Tenant’s Percentage shall be appropriately adjusted, the terms and conditions of this Lease during the Extension Term shall be identical to the terms and conditions of this Lease.
(b) Base Rent for the Extension Term shall be adjusted to the fair market rental value (“FMV”), as determined herein. In the event Tenant timely exercises the Renewal Option, Landlord shall, within fifteen (15) business days after receipt of Tenant’s Election notice exercising the Renewal Option, notify Tenant of Landlord’s good faith determination of the Base Rent for the Extension Term (the “Landlord’s Option Rent Response”). Tenant shall accept or reject Landlord’s Option Rent Response by notice to Landlord within ten (10) business days following receipt of Landlord’s Option Rent Response. If Tenant fails to validly exercise an object to Landlord’s Option to RenewRent Response within such time period, then Landlord’s determination of FMV set forth in the Landlord’s Option Rent Response shall be conclusive and binding. If Tenant does not accept Landlord’s Option Rent Response, then Landlord and Tenant shall attempt to agree upon the Base Rent for the Extension Term (“Option Rent”) using their good faith efforts. If Landlord and Tenant fail to reach agreement on the Option Rent within twenty (20) days following Tenant’s receipt of Landlord’s Option Rent Response, then within three (3) business days after demand by either Landlord or Tenant, each party shall simultaneously present to the other and certify to each other such party’s final offer regarding the Option Rent for the Extension Term (each, a “Last Offer”). If the parties fail to agree on the Option Rent within such twenty (20) day period following Tenant’s receipt of Landlord’s Option Rent Response, such Last Offers shall be deemedsubmitted to arbitration by Landlord and/or Tenant (the “Arbitration Demand”) in accordance with Section 54(b)(i) through (b)(viii), for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, below and these Options to Renew together in accordance with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date then existing Rules for Commercial Arbitration of the American Arbitration Association, or its successor. The following rules shall apply to such arbitration, in addition to (and controlling over) the then current Term, without any rights or recourses whatsoever existing Rules for Commercial Arbitration of the Tenant against the Landlord related thereto.American Arbitration Association, or its successor:
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the A. Tenant shall have five the right, at its election made in its sole discretion, to extend the Term (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to RenewRenewal Option”) for the Premises and the Expansion Premises additional periods set forth in Section 1.E (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on provided that each of the day immediately following occurs:
1. Landlord receives written notice of exercise of the expiry date Renewal Option (the “Renewal Notice”), not less than twelve (12) full months prior to the expiration of the then current existing Term; and
2. Each There is no Event of Default at the time that Tenant delivers the Renewal Notice or at the time Tenant delivers its Binding Notice.
B. The Renewal Term shall be on upon the same terms and conditions as are contained in the this Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during first year of each Renewal Term shall be equal to the greater of (x) 95% of the then Market Rate for the Premises, and (y) the Base Rent payable during in effect at the last year expiration of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal existing Term, commencing on said commencement date, . The Base Rent shall increase by two percent (2%)) annually during each Renewal Term. In order to validly exercise its Option to Renew, “Market Rate” for the Tenant Premises shall provide to mean the Landlord a prior written notice of its exercise thereof base rent rate (including escalations) that the “Notice of Renewal”) Premises would be expected to be received by leased for, for a term commencing on the Landlord no earlier than twelve (12) months prior to applicable commencement date and ending on the expiry date applicable expiration date, in its then-existing condition, in an arms-length transaction between a willing landlord and tenant in the commercial space market existing in the vicinity of the then current TermPremises at the time such rate is established. If Tenant fails to validly exercise an Option to Renew, Such determination shall include consideration of (i) the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, size and these Options to Renew together with location of the provisions of this Section shall ipso facto become null and void and of no further effectPremises, and the Lease quality of, condition of, and the nature of the improvements in, the Building, including without limitation, the necessity to remove such improvements, but shall terminate exclude the value of improvements installed by Tenant in such Renewal Premises that are to be removed by Tenant at the expiry date expiration of the then current Term, without any rights or recourses whatsoever ; (ii) other Comparable Buildings to the Building; (iii) other comparable leasing transactions in comparable locations in the vicinity of the Tenant against Premises for new leases (with appropriate adjustments for different size premises and different length terms), and the Landlord related theretorents and concessions, allowances and commissions granted along with the other terms of such transactions; and (iv) the financial condition of Tenant.
Appears in 1 contract
OPTION TO RENEW. Subject to The provisions set forth in this Addendum are hereby incorporated into the Lease dated October 19, 1989 by and between ▇▇▇▇▇▇ LAND & CO. (“Landlord”) and ACCURIDE CORPORATION (“Tenant”) and shall have the same force and effect as if set forth in the body of the Lease. To the extent that the provisions of Section 5 this Addendum are inconsistent with those of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the provisions of this Addendum shall control. Unless otherwise defined herein, all terms used in this Addendum shall have the same definition as is given thereto in the body of the Lease. “Provided that no event of default has occurred which remains uncured (or for which a cure has not been commenced and being diligently pursued) either when the notice referred to hereinbelow is given or on the date on which such renewal term would otherwise commence, the Tenant shall have five (5) options be entitled to renew this Lease for an additional term (“the Lease (collectively, the “Options to Renew”, and each, an “Option to Renewfirst renewal term”) for the Premises and the Expansion Premises of ten (if any), for further periods of five (510) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”)years, commencing on the day immediately following after the expiry date of on which (but for such renewal) the then current Term. Each Renewal Term shall be term would have expired and terminating on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date tenth (10th) anniversary of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises such day (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premiseswhich anniversary shall, if anythis Lease is so renewed, for which no Base Rent is payable) during each Renewal Term shall thereafter be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary expiration date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with purposes of the provisions of this Section Lease as applicable thereafter), by and only by giving to the Landlord express, written notice of such renewal by not less than six (6) months before the date on which the renewal term is to commence (in which event the term shall ipso facto become null and void and automatically be deemed to have been extended by the length of no further effectthe renewal term, and all references to “the term” in the provisions of this Lease shall terminate at thereafter mean the expiry date term as so extended). The terms and conditions for such first renewal term shall all be as set forth in the body of this Lease, other than the annual rental, which shall be as follows: Initials/Date Landlord: /s/ [illegible] Tenant: /s/ [illegible] May 25, 1999 ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ The Package Company Suite 204 ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Renewal Option on Accuride Lease Dear ▇▇. ▇▇▇▇▇▇▇▇▇: The purpose of this letter is to provide notice, pursuant to Section 30.3 of the then current Termlease agreement dated October 19, without 1989, by and between ▇▇▇▇▇▇ Land & Co. and Accuride Corporation, that Accuride, as Tenant under such lease, desires to exercise its right and option to renew the lease for an additional ten (10) year period. We look forward to our continuing business relationship and desire to have ▇▇▇▇▇ ▇▇▇▇▇▇ of our office meet with you as soon as possible to discuss various repair and maintenance provisions described under the lease. Please contact us with any rights questions or recourses whatsoever comments. ACCURIDE CORPORATION ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President and CEO WPG/lp Df/N:/▇▇▇▇▇▇ lease State of Kentucky) County of ▇▇▇▇▇▇▇▇▇) On May 25, 1999, before me, a Notary Public, in and for said County and State, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, known to me to be the Tenant against person whose name is subscribed to the Landlord related thereto.within instrument, and acknowledged that he executed the same. WITNESS my hand and official seal. Notary Public, Kentucky State-At-Large My Commission Expires September 19, 2002 /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ This First Amendment to Lease Agreement (“Lease Amendment”), is entered into between The Package Company, L.L.C., a Michigan limited liability company, as successor in interest to ▇▇▇▇▇▇ Land & Co., a Maryland general partnership (“Landlord”), and Accuride Corporation (“Tenant”). The following statements are a material part of this Lease Amendment:
Appears in 1 contract
Sources: Lease Agreement (Accuride Corp)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the (a) Provided that Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Leasebeyond any notice and cure periods, the Tenant shall have one (1) option to renew this Lease (the "Renewal Option") with respect to all, but not less than all, of the Premises for a five (5) options to renew year extended term (the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal "Extended Term”"), commencing on upon the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on Expiration and otherwise upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Lease, save and except that:
athat (i) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required Base Rent shall be performed by the Tenantdetermined as described below, at its cost, in compliance with the provisions of the Lease;
b(ii) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termoption to renew, and (iii) at Landlord's option, which Landlord may exercise in its sole and absolute discretion based on Landlord's financial evaluation of Tenant at the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date time of the commencement date of the Renewal Extended Term, commencing on said commencement dateTenant shall be required to furnish to Landlord a new Letter of Credit in an amount not exceeding $1,850,000 but otherwise determined by Landlord in its sole and absolute discretion, by two percent which amount shall not be reduced during the Extended Term; provided, however, that the amount of such required Letter of Credit shall not exceed $350,000 if Tenant provides to Landlord evidence reasonably satisfactory to Landlord that during each of the last three (2%)3) Lease Years of the initial Term the amount of Tenant's shareholder equity was not less than $100,000,000. In order to validly exercise its Option to Renewthe option, the Tenant shall provide to the Landlord a prior give written notice of its exercise thereof (the “Notice of Renewal”"Election Notice") to be received by the Landlord no earlier of Tenant's intention to exercise such option not more then eighteen (18) months nor less than twelve (12) months prior to the expiry date Term Expiration, and if such notice is not so given, the option shall terminate; the Tenant hereby expressly acknowledges and agrees that time is of the then current Termessence for purposes of notice of exercise of such option and that Tenant's failure to do so within such time period will relieve Landlord of any obligation under this Section. If Subject to subparagraphs (b) and (c) below, if Tenant fails timely delivers the Election Notice to validly exercise an Option to RenewLandlord and is not in default under this Lease at the time the Extended Term commences, the Landlord and Tenant shall be deemeddeemed to have entered into an extension of this Lease with respect to the entirety of the Premises for the Extended Term on the terms and conditions set forth herein. The parties hereto acknowledge that Landlord shall be under no obligation to expend or agree to expend funds in connection with this option to renew, including but not limited to, any funds for improvement to the Premises.
(b) The monthly Base Rent payable during the Extended Term pursuant to Section 3(a) shall be an amount equal to the Prevailing Market Rent (as hereinafter defined), multiplied by the number of square feet constituting the Premises, as then measured by Landlord in accordance with generally accepted measurement standards. "Prevailing Market Rent" shall mean the prevailing rental rate per square foot then being obtained by landlords of commercial office buildings of similar location, character and stature as the Building, for all legal purposescomparable improved space of similar size and for comparable duration and otherwise upon substantially equivalent economic terms as this Lease. During the option period, the Premises are to have renounced be leased "as is" and Landlord shall not be obligated to exercise all Options provide any tenant improvements or financing for the same. Notwithstanding the foregoing, the calculation of Prevailing Market Rent shall be determined by making adjustments for any concessions or inducements, including without limitation tenant improvement allowances, free rent, lease take-over obligations, or moving costs, that may be paid to Renew which other tenants. Landlord and Tenant shall meet and attempt in good faith to mutually determine Prevailing Market Rent for the purposes of the foregoing. If the parties have not yet been exercisedreached agreement on Prevailing Market Rent by the date that is sixty (60) days after the Election Notice (the "Initial Rent Determination Period"), each party shall appoint an appraiser and these Options shall give to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and other party the Lease shall terminate at the expiry date identity of the then current Termappraiser no later than the date that is ten (10) days after the Initial Rent Determination Period. If either party fails to appoint an appraiser by such date, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.sole appraiser appointed, if any, shall determine the
Appears in 1 contract
OPTION TO RENEW. Subject Landlord hereby grants to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force Tenant and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have the option (the “Option”) to extend the Term of this Lease for one (1) five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a year period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of RenewalExtended Term”) after the Expiration Date, subject to be received and in accordance with all of the following terms and conditions:
(a) Tenant shall exercise the Option by the giving written notice to Landlord no earlier than at least twelve (12) months prior to the expiry Expiration Date, time being of the essence;
(b) The Extended Term shall be under the then applicable terms and conditions contained in this Lease, except that the annual Fixed Rent shall be at the annual fair market rental rate (as hereinafter defined) of the Premises as of the Expiration Date;
(c) Tenant shall not be in default of any terms and/or conditions of this Lease beyond any applicable notice and cure periods;
(d) ▇▇▇▇▇▇’s failure to give Landlord written notice exercising the Option to extend within the stipulated time shall result in the automatic forfeiture of the Option. Landlord shall have no obligation to solicit such notice, or to remind Tenant of its obligations hereunder;
(e) Except as modified herein, all terms and conditions applicable as of the Expiration Date of this Lease shall be in full force and effect during the Extended Term without any further options to extend; and
(f) The Option to extend is offered exclusively to the named Tenant herein (i.e., Cara Therapeutics, Inc.) and may not be assigned, pledged or otherwise transferred (except pursuant to a permitted assignment of the Tenant’s leasehold to related or affiliated companies as defined in and pursuant to Article 19 of this Lease).
(g) The “annual fair market rental rate” for the Extended Term shall be determined as follows: Upon Landlord’s receipt of Tenant’s timely notice of Tenant’s exercise of the Option, and commencing on or about the date which is eleven (11) months before the end of the Lease Term, Landlord shall deliver to Tenant, in writing, Landlord’s good faith determination of the then current Termannual fair market rental rate of the Premises as of the Expiration Date, which shall be based on the annual fair market rental rate for comparable, first-class commercial office space (including any available in the Complex) on comparable renewal terms and conditions in the Complex or in the Stamford, Connecticut commercial office rental market. Tenant shall have ten (10) Business Days following receipt of Landlord’s determination to either accept or reject same, by written notice given to Landlord, time being of the essence. If Tenant fails the parties are unable to validly exercise an Option to Renewso agree on the annual fair market rental rate for the Extended Term, the Tenant then such figure shall be deemeddetermined as follows: Each party shall, for all legal purposeswithin ten (10) Business Days after the expiration of such ten (10) Business Day period, appoint a reputable, independent, commercial MAI appraiser, commercial real estate broker, commercial real estate appraiser or commercial real estate consultant, which, as to any such selected party, has had not less than ten (10) years’ experience appraising and/or leasing comparable, first-class commercial premises in the Stamford, Connecticut, area (an “advisor”). The advisor shall not have renounced the power to exercise all Options to Renew which have not yet been exercisedadd to, and these Options to Renew together with modify or change any of the provisions of this Section Lease. On the failure of either party to appoint such advisor within ten (10) days after notification of the appointment by the other party, the person appointed as an advisor shall ipso facto become null and void and appoint an advisor to represent the party who has not so appointed an advisor. The two (2) advisors appointed in either manner above provided shall then proceed to act to determine such figure equaling such annual fair market rental rate as of no further effectsuch applicable date, and in accordance with the above definition. In the event of their inability to reach an agreement between them within ten (10) days, they shall, within ten (10) days, appoint a third similarly qualified advisor who has had not less than ten (10) years’ experience appraising comparable, first-class commercial premises in the Stamford, Connecticut, area. If the three (3) advisors are then unable to reach an agreement within ten (10) days thereafter, the decision of the third advisor shall determine such figure equaling such annual fair market rental rate, in accordance with the above definition (which decision shall be made by the third advisor picking one of the two such submitted figures by the other advisor(s)). The final decision of the advisors shall be delivered to the parties in writing not later than nine (9) months before the expiration of the Lease Term (the “Decision Date”), time being of the essence. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ agree to each pay the expenses and fees of their own advisor and one-half (1/2) the expenses and fees of any third advisor and to be bound by their final decision.
(h) If for any reason by the commencement of the Extended Term, the annual Fixed Rent for such period shall terminate not have been finally determined, Tenant shall, until such determination, pay the annual Fixed Rent at the expiry date last applicable annual Fixed Rent rate per rentable square foot of the then current Premises during the Lease Term. Upon such final determination, without any rights or recourses whatsoever Tenant shall thereafter pay such annual Fixed Rent at a rate which is based upon the annual Fixed Rent for the Extended Term as so determined and shall pay Landlord the balance, if any, which shall be owing for the period preceding such determination. Whenever the annual Fixed Rent for the Extended Term shall have been determined, the parties hereto, on request of either of them, shall enter into a stipulation with respect to the Tenant against annual Fixed Rent rate for the Landlord related theretoExtended Term.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Provided that Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods any of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing periodLease Agreement and further provided that Tenant notifies the Landlord, no allowancein writing, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth at least six (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry date termination of the Term or any Renewal Period (hereinafter defined), as the case may be, of its intention to renew the Term of the Lease, as to any separate Unit, or Units, comprising the Premises, individually, then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemedgiven the option of renewing the Term of the Lease for Four (4) additional Five (5) year periods (referred to as the “First Renewal Period”; the “Second Renewal Period”; the “Third Renewal Period”; and the “Fourth Renewal Period”, for all legal purposesrespectively; the “Renewal Period”, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effectindividually, and the Lease “Renewal Periods”, collectively). In the event that Tenant elects to renew the Term, or any Renewal Period, if applicable, of the Lease, pursuant to this Paragraph, for an additional Five (5) year period, Tenant shall terminate at pay Monthly Base Rent, as adjusted pursuant to Paragraph 8, and Additional Rent per Paragraph 6; except that (i) Paragraph 8(b) shall be amended such that the expiry term “Base Index Number” shall be defined as “the Index number indicated in the column for New York, N.Y.-Northeastern, N.J., entitled ‘all items’, for the month of July, of the year of the exercise of the subject option to renew”; (ii) Paragraph 8(a) shall be amended such that the Base Rent during the subject Renewal Term shall be equal to the Adjusted Base Rent which is payable by the Tenant as of the date of the then current Term, without any rights or recourses whatsoever exercise of the subject option to renew; and (iii) Paragraph 8(d) shall be amended such that the term “Annual Base Rent” shall be defined as the “the Annual Base Rent, adjusted pursuant to the terms of Paragraph 8, as is then payable by the Tenant against as of the Landlord related theretodate of exercise of the subject option to renew.”
Appears in 1 contract
Sources: Lease Agreement (Akorn Inc)
OPTION TO RENEW. 33.1 Subject to the provisions of Section 5 terms of this Schedule “A”Article 33, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant Subtenant shall have five (5) options the option to renew the Lease Term of this Sublease (collectively, the “Options to Renew”, and each, an “Option to Renew”"Renewal Option") for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date Expiration Date and ending on April 29, 2027 (the “Renewal Term”); provided that (A) at the time Subtenant gives Sublandlord notice of Subtenant’s intention to exercise the Renewal Option and upon the Expiration Date of the then current Term. Each Renewal initial Term shall be on the same terms and conditions as are contained (i) Subtenant is not in the Lease existing on the date immediately preceding the commencement date default of any of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises terms or conditions of this Sublease following notice and the Expansion Premises expiration of any applicable cure period hereunder, (if anyii) “as is”, in their state and condition existing on the commencement date Subtenant has not assigned this Sublease or sublet all or any portion of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements(iii) Subtenant is in occupancy of the entire Premises, additions or modifications and (B) within thirty (30) days after Subtenant exercises the Renewal Option, Subtenant delivers to Sublandlord an amendment to the Premises that Letter of Credit, or a new letter of credit (which may be required issued by Fifth Third Bank), in either case, in the Security Amount, in accordance with Article 30 hereof and otherwise in form and substance acceptable to Sublandlord in its sole discretion, and with a final expiration date no earlier than June 30, 2027 (the “Renewal Term Letter of Credit”). Anything in this Article 33 to the contrary notwithstanding, if Subtenant fails to deliver the Renewal Term Letter of Credit to Sublandlord within such thirty (30) days, then Sublandlord shall be performed by have the Tenantright, at its costany time thereafter on notice to Subtenant, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date declare Subtenant’s exercise of the Renewal TermOption void and of no force or effect, commencing and in such, this Term of this Sublease shall end on said commencement datethe Expiration Date set forth in Section 2.1 hereof. Subtenant shall exercise the Renewal Option, if applicable, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written giving Sublandlord notice of its exercise thereof (the “Notice of RenewalRenewal Notice”) to be received by the Landlord no earlier later than twelve six (126) months prior to the expiry date Expiration Date, TIME BEING OF THE ESSENCE WITH RESPECT TO THE DELIVERY OF THE RENEWAL NOTICE. If Subtenant exercises the Renewal Option, then during the Renewal Term all of the then current Term. If Tenant fails to validly exercise an Option to Renewterms and conditions of the Sublease shall remain in full force and effect, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with except (A) the provisions of this Section 3.2 hereof shall ipso facto become null be deemed deleted from the Sublease and void and of no further effectnot apply to the Renewal Term, (B) the Expiration Date shall be April 29, 2027, and (C) the Lease Fixed Rent during the Renewal Term shall terminate at be in the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.following amounts: First $401,812.93 $33,484.41 Second $413,867.32 $34,488.94 Third $426.283.34 $35,523.61 Fourth $439,071.84 $36,589.32 Fifth $452,244.00 $37,687.00
Appears in 1 contract
Sources: Sublease Agreement (Twinlab Consolidated Holdings, Inc.)
OPTION TO RENEW. Subject to Paragraph 4 of the provisions of Section 5 of this Schedule Second Amendment, entitled “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options Option to Renew”, and eachparagraph 6 of the Third Amendment, an entitled “Option to RenewExtend”) for , are deleted in their entireties and shall be of no further force or effect. However, in lieu of the Premises foregoing deleted option to renew and option to extend, and provided Tenant is not in default hereunder at the Expansion Premises (if any)time of exercise thereof, Tenant shall have the option to renew the Lease, as amended by this Fifth Amendment, for further periods one (1) additional term of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms and conditions as are contained the Lease, as amended by this Fifth Amendment, except as provided hereinafter. In order to exercise its option to renew for the renewal term, Tenant must notify Landlord in writing of the exercise of said option to renew at least one hundred eighty (180) days prior to the end of the Third Extended Term, or this option to renew shall terminate and expire and be of no further force or effect. However, if Tenant exercises its option to renew for the renewal term by giving the required notice above, then in such case the Lease, as amended by this Fifth Amendment, shall be renewed for a five (5) year term upon the same terms and conditions as the Lease, as amended by this Fifth Amendment, including without limitation, the same Annual and Monthly Base Rent in effect at the end of the Third Extended Term, increased as of the next Base Rent escalation date and on an annual basis thereafter as provided in paragraph 2 of this Fifth Amendment as if the renewal term were part of the Third Extended Term, except that Landlord shall provide Tenant with a with a refurbishment allowance (the “Allowance”) in the Lease existing on the date immediately preceding the commencement date amount of Six Dollars ($6.00) per rentable square foot of the Renewal Term in questionPremises, save and for use by Tenant for the costs of interior improvements actually made to the Premises by Tenant within six (6) months before or within six (6) months after the beginning of the renewal term, but except that:
a) for the Allowance, Tenant shall accept the Premises and the Expansion Premises (if any) “in "as is”, in their state " condition and condition existing on Landlord shall have no obligation to upfit or improve the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premisessame or provide any allowance therefor, and all improvements, additions or modifications Tenant shall not be deemed to have any additional renewal option. Any improvements made to the Premises that may be required by Tenant as provided above shall be performed by subject to the Tenant, at its cost, in compliance with the provisions terms and conditions of Section 6.1. of the Original Lease;
b, and Landlord shall pay to Tenant any portion of the Allowance earned by Tenant for such improvements within thirty (30) there days after receipt of copies of paid invoices and lien waivers from all applicable parties for such work. Any portion of the Allowance unused by Tenant within six (6) months before or within six (6) months after the beginning of the renewal term shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there forfeited to Landlord and Tenant shall be have no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related right thereto.
Appears in 1 contract
OPTION TO RENEW. Subject 27.1 Provided that the Tenant pays Rent and performs each and every one of the covenants, provisos and agreements herein contained on the part of the Tenant to be paid and performed punctually and in accordance with the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effectSub-Lease, and further provided that the Tenant is STRONG/MDI SCREEN SYSTEMShas interacted with the faculty and staff of the Head Landlord and used the services of the Head Landlord such as the library, INC. itself personallycomputing, has not assigned networking, security, athletic services of the Lease or Head Landlord, all in a manner and to an extent satisfactory to the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the LeaseHead Landlord, the Landlord shall grant to the Tenant one option of renewal for a period described in the Basic Terms (the "Renewal Term"). This option of renewal shall have five be exercised by the Tenant by giving written notice to the Landlord not less than six (56) options months prior to the end of the Term electing to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) Term for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained set forth in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Sub-Lease, save and except that:
a) this option of renewal shall not form part of the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date Sub-Lease of the Renewal Term in questionTerm, the Tenant hereby renouncing Landlord shall have no obligation to all legal warranties related thereto; the Landlord having no do any work to perform in the Premisesdescribed as Landlord's Work, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, and no allowance, no free rent period, nor any other inducement, free occupancy period forgiveness or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termtenant inducements, and the Options to Renew Rent. The Rent for the Renewal Term shall not apply anew; andbe determined as hereinafter provided.
d) the Base 27.2 Rent payable for with respect to the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base greater, per month, of:
(a) the Rent payable paid per month during the last year twelve (12) month period of the then current Term increasedpreceding Term; or
(b) the fair market rental value for space of comparable size, on a cumulative basis, on each anniversary date quality and location to that of the Premises as at the commencement date of the Renewal Term.
27.3 The Parties shall make bona fide efforts to agree as to the fair market rental value with respect to the Premises for the Renewal Term. If however, commencing on said the Parties have not agreed as to the amount of Rent by the sixtieth (60th) day prior to the commencement dateof the Renewal Term, then such Rent shall be determined by two percent (2%). In order arbitration as referred to validly in Article 23.
27.4 If the Tenant fails to exercise its Option the option of renewal within the prescribed time period referred to Renewin clause 27.1, such option of renewal will be null and void and the Tenant shall provide have no further options of renewal in respect of this Sub-Lease.
27.5 Provided that the Tenant, being entitled to do so, renews the Term of the Sub-Lease for the Renewal Term and pays Rent and performs each and every one of the covenants, provisos and agreements herein contained on the part of the Tenant to be paid and performed punctually and in accordance with the provisions of this Sub-Lease, and provided that the Tenant has interacted with the faculty and staff of the Head Landlord and used the services of the Head Landlord such as the library, computing, networking, security, athletic services of the Head Landlord, all in a manner and to an extent satisfactory to the Head Landlord, the Landlord shall grant to the Tenant one option of renewal for a period described in the Basic Terms as the Second Renewal Term. This option of renewal shall be exercised by the Tenant by giving written notice to the Landlord a prior written notice of its exercise thereof not less than six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry end of the immediately preceding Term electing to renew the Term for the Second Renewal Term on the same terms and conditions set forth in this Sub-Lease, save and except there shall be no further option of renewal, the Landlord shall have no obligations to do any work described as Landlord's Work, there shall be no fixturing period, and no rent forgiveness or tenant inducements, and the Rent. The Rent for the Second Renewal Term shall be determined as hereinafter provided. There shall be no further options of renewal of the Renewal Term.
27.6 Rent payable with respect to the Second Renewal Term shall be the greater, per month, of:
(a) the Rent paid per month during the last twelve (12) month period of the immediately preceding Term; or
(b) the fair market rental value for space of comparable size, quality and location to that of the Premises as at the commencement date of the then current Second Renewal Term.
27.7 The Parties shall make bona fide efforts to agree as to the fair market rental value with respect to the Premises for the Second Renewal Term. If however, the Parties have not agreed as to the amount of Rent by the sixtieth (60th) day prior to the commencement of the Second Renewal Term, then such Rent shall be determined by arbitration as referred to in Article 23.
27.8 If the Tenant fails to validly exercise an Option the second option of renewal within the prescribed time period referred to Renewin clause 27.5, the Tenant shall such option of renewal will be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of the Tenant shall have no further effect, and the Lease shall terminate at the expiry date options of the then current Term, without any rights or recourses whatsoever renewal in respect of the Tenant against the Landlord related theretothis Sub-Lease.
Appears in 1 contract
OPTION TO RENEW. Subject Pzena Investment Management, LLC only, as Tenant, shall have the one-time right, at its option, to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under renew the Lease, the Tenant shall have five as amended by this Amendment (5) options to renew the Lease (collectively, the “Options to RenewPremises Renewal Option”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods the entire Premises, for a renewal term (“Premises Renewal Term”) of five (5) years eachfrom and including November 1, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term2015. Each The Premises Renewal Term shall commence (“Premises Renewal Term Commencement Date”) on November 1, 2015 and shall terminate on October 31, 2020. Tenant shall exercise the option described herein by giving Landlord written notice of such election to renew (“Premises Renewal Notice”) not later than April 30, 2014, and upon the giving of such notice the Lease, as amended by this Amendment, shall thereupon be on deemed renewed for the entire Premises for the Premises Renewal Term with the same terms force and conditions effect as are contained if the Premises Renewal Term had originally been included in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions term of the Lease;
b, as amended by this Amendment. Time is of the essence with respect to Tenant’s Renewal Notice. The right of Tenant to renew the Lease, as amended by this Amendment, shall be conditioned upon (i) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive Event of whatsoever nature;
c) there shall be no further extension Default at the time of the Term or renewal Premises Renewal Notice and as of the Lease beyond the fifth Premises Renewal Term Commencement Date, (5th) Renewal Term, and the Options to Renew shall not apply anew; and
dii) the Base Rent payable for original Tenant named herein and its Affiliates occupying, in the aggregate, not less than ninety percent (90%) of the total rentable square footage of the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year as of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date Premises Renewal Notice and the Premises Renewal Term Commencement Date, and (iii) the Lease, as amended by this Amendment, being in full force and effect at the time of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date such option and as of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoPremises Renewal Term Commencement Date.
Appears in 1 contract
Sources: Lease Agreement (Pzena Investment Management, Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the (a) Provided that Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Leasedefault, the Tenant shall have a one time option to renew this Lease (the “Renewal Option”) with respect to all, but not less than all, of the Premises for a five (5) options to renew year extended term, commencing upon the Lease (collectively, the “Options to Renew”, Expiration Date and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of ending five (5) years eachthereafter, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms and conditions as are contained in this Lease except for Base Rent, which shall be determined as described below, and that the Lease existing on Renewal Option thus exercised shall no longer exist. The Renewal Option shall be personal to Tenant and any transferee pursuant to a Permitted Transfer, and shall only be exercisable by Tenant (i) with respect to the date immediately preceding entire Premises, if Tenant is actually occupying at least sixty percent (60%) of the commencement date Premises at the time of Tenant’s exercise of the Renewal Term in question, save Option and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on at the commencement date of the Renewal Term in questionTerm, or (ii) with respect to the portion of the Premises then being occupied by Tenant, if Tenant desires to renew only such portion of the Premises. In order to exercise any Renewal Option, Tenant shall give written notice (the “Election Notice”) to Landlord of Tenant’s intention to exercise such Renewal Option not more than nine (9) months nor less than six (6) months prior to the Expiration Date, and if such notice is not so given, the Renewal Option shall terminate. Tenant hereby renouncing expressly acknowledges and agrees that time is of the essence for purposes of notice of exercise of any Renewal Option and that Tenant’s failure to all legal warranties related thereto; do so within such time period will relieve Landlord of any obligation under this Section. Except as provided in subparagraph (b) below, if Tenant timely delivers the Election Notice to Landlord having and is not in default under this Lease at the time the Renewal Term commences, Landlord and Tenant shall be deemed to have entered into an extension of this Lease with respect to the entirety of the Premises for a five (5) year extended term on the terms and conditions set forth herein. The parties hereto acknowledge that Landlord shall be under no work obligation to perform expend or agree to expend funds in connection with any Renewal Option, including, but not limited to, any funds for improvement to the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, .
(b) For purposes of determining Prevailing Market Rent in compliance connection with the provisions of Renewal Option, the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the monthly Base Rent payable during the last year Renewal Term pursuant to subparagraph (a) above shall be an amount equal to the Prevailing Market Rent (as hereinafter defined), multiplied by the number of square feet constituting the Premises. “Prevailing Market Rent” shall mean ninety-five percent (95%) of the prevailing rental rate per square foot then current Term increased, on a cumulative basis, on each anniversary date being obtained by Landlord in the Project for space of the commencement date same type (whether office or retail) and comparable location within the building or, if no such space has been leased by Landlord during the six (6) months preceding Tenant’s exercise of the Renewal Option, the prevailing rental rate per square foot then being obtained by landlords of commercial buildings of similar location, character and stature as the Building, for comparable improved space of similar size and comparable location within the building and for comparable duration and otherwise upon substantially equivalent economic terms as this Lease. The determination of Prevailing Market Rent shall take into account any material economic differences between the terms of this Lease and any comparison lease or amendment, such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. The determination of Prevailing Market Rent shall also take into consideration any reasonably anticipated changes in the Prevailing Market Rent from the time such Prevailing Market Rent is being determined and the time such Prevailing Market Rent will become effective under this Lease. During the Renewal Term, commencing on said commencement date, by two percent (2%)the Premises are to be leased “AS IS” and Landlord shall not be obligated to provide any tenant improvements or financing for the same. In order to validly exercise its Option to Renew, the Landlord and Tenant shall provide meet and attempt in good faith to mutually determine Prevailing Market Rent for the Landlord a prior written notice purposes of its exercise thereof the foregoing. If the parties have not reached agreement on Prevailing Market Rent by the date that is sixty (60) days after Tenant’s delivery of the Election Notice (the “Notice of RenewalInitial Rent Determination Period”) to be received by Landlord, then within ten (10) days following the Landlord no earlier than twelve (12) months prior to the expiry date expiration of the then current TermInitial Rent Determination Period, Tenant may elect, by giving written notice to Landlord, to either (i) submit to binding arbitration for a determination of the Prevailing Market Rent, or (ii) allow the Term to expire as if Tenant had not delivered an Election Notice. If Tenant fails to validly exercise an Option to Renewelects alternative (ii), the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall automatically terminate at the expiry date end of the then current initial Term, without any rights and Tenant shall have no further options to extend or recourses whatsoever renew this Lease. The failure of Tenant to make an election of either alternative (i) or (ii) above within the aforesaid ten (10) day period shall be conclusively and irrevocably deemed to be an election by Tenant to elect alternative (i). If Tenant elects, or is deemed to have elected, to submit to binding arbitration, then each party shall appoint an appraiser and shall give to the other party the identity of the appraiser no later than the date that is twenty (20) days after the expiration of the Initial Rent Determination Period. If either party fails to appoint an appraiser by such date, the sole appraiser appointed, if any, shall determine the Prevailing Market Rent. If no appraiser is appointed Landlord’s determination of Prevailing Market Rent shall be final and binding upon the parties. If two appraisers are appointed, they shall immediately meet and attempt to agree upon such Prevailing Market Rent. If the appraisers cannot reach agreement on the Prevailing Market Rent by the date that is fifteen (15) days after appointment of the appraisers by the parties hereto, each appraiser shall submit a determination of Prevailing Market Rent to Landlord and Tenant against not later than twenty (20) days after such appointment. If the determinations of Prevailing Market Rent made by these two appraisers differ by five percent (5%) or less of the higher of the two determinations, the Prevailing Market Rent shall be the average of the two determinations. If the determinations vary by more than five percent (5%) of the higher of the two determinations, the two appraisers shall within ten (10) days after submission of their determinations, appoint a third appraiser. If the two appraisers shall be unable to agree on the selection of a third appraiser within the ten (10) day period, then either Tenant or Landlord related theretomay request such appointment by petitioning the presiding judge of the Superior Court in and for the County of San Francisco. Such third appraiser shall, within thirty (30) days after appointment, make a determination of the Prevailing Market Rent and submit such determination to Landlord and Tenant. The Prevailing Market Rent shall be the determination of Prevailing Market Rent submitted by the original two appraisers that is closer to the Prevailing Market Rent determination of the third appraiser. If the third appraiser’s determination is exactly equal to the arithmetic mean of the Prevailing Market Rent determinations of the original two appraisers, then Prevailing Market Rent shall be the average of the original two determinations. For purposes of this Section, “appraiser” shall mean an MAI designated appraiser with not less than five (5) years of full-time commercial appraisal experience in the Brisbane/South San Francisco area having no prior business relationship with either party. Each party shall bear the fees and costs incurred by each party’s appraiser in connection with the determination of Prevailing Market Rent and all fees and costs incurred by the third appraiser, if any, in connection with the determination of Prevailing Market Rent shall be shared equally by Landlord and Tenant. If the determination of Prevailing Market Rent has not been made by the Applicable Expiration Date, then Tenant shall (i) continue to pay monthly Base Rent at the rate of one hundred ten percent (110%) of the monthly Base Rent for the last month of the Term (the “Arbitration Period Base Rent”), as well as any Additional Rent due under this Lease and (ii) pay to Landlord, or receive as a refund from Landlord, as applicable, on the first day of the month after the determination of Prevailing Market Rent is made, an amount, if any, equal to the difference between the Arbitration Period Base Rent that was paid to Landlord and the monthly Base Rent for the Renewal Term that should have been paid to Landlord as the monthly Base Rent for the Renewal Term as determined hereunder.
Appears in 1 contract
Sources: Lease Agreement (Tercica Inc)