Recapture Rights. Landlord's right to excess rent and other ---------------- consideration specified in this Section 15.9 is expressly reserved from the grant of Tenant's leasehold estate. Landlord shall have such right to fifty percent (50%) of any excess rent and other consideration in the event of any Assignment or Sublease by any succeeding subtenant or assignee, regardless of whether (i) the instrument effecting any such Assignment or Sublease provides such right to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord immediately upon Tenant's receipt thereof, fifty percent (50%) of any and all consideration received by Tenant on account of such transaction, howsoever the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion of the Fixed Rent and other charges payable by Tenant hereunder attributable to the sublet portion of the Premises, based on the net rentable area of the Premises and the net rentable area of the Premises sublet. As used herein "consideration" includes any payments received by Tenant on account of or in connection with such Assignment or Subletting, Rent and other payments received by Tenant on account thereof or in connection therewith, so-called key money and/or initiation money received by Tenant on account of or in connection therewith, payments made in consideration of the operation of Tenant's business in the Premises, goodwill, non-competition covenants, or any other amounts payable either directly or indirectly in connection with such transaction. Notwithstanding the foregoing, before payment to Landlord of fifty percent (50%) of any excess Rent pursuant to this Section 15, Tenant shall ---------- have the right to reimbursement of any reasonable real estate brokerage commissions paid by Tenant in connection with any Sublease or Assignment.
Recapture Rights. Ceding Company shall not have any right to recapture the Reinsured Liabilities, provided, however, that Ceding Company shall have the right to recapture all but not less than all of the Reinsured Liabilities if a Security Event has occurred during the term of this Agreement and Reinsurer does not establish a Security Trust or post a Letter of Credit or other acceptable security within thirty (30) days following written request by Ceding Company. In no event may Ceding Company recapture anything other than one hundred percent (100%) of the Reinsured Liabilities that are eligible for recapture.
Recapture Rights. 1. If at any time during the Term of this Sublease, Subtenant desires to sub-sublease all or a portion of the Premises consisting of one floor or more in a Building (the "Proposed Sub-Sublease Space") to an entity other than a Subtenant Affiliate as defined in Section 18F, Subtenant shall notify Sublandlord of its intention ("Subtenant's Notice"), including proposed terms and conditions for such sub-sublease if such Subtenant's Notice is given pursuant to Section 18E.3 of this Sublease.
Recapture Rights. The parties acknowledge that ProLogis has succeeded to the interests of DP Industrial, LLC, in that certain Recapture Agreement recorded in the office of the Xxxx County Recorder on August 25, 2005, as document number 0509165, and that the recapture amount for the Public Road Improvements (as described therein) will be calculated as follows: 50% of the contribution/payment of ProLogis for Road Improvements. NS shall have no liability under or obligation to pay, and the NS Parcel and any other real property acquired by NS within ProLogis Park shall not be charged, burdened or encumbered with, any liability or obligation for the payment of, any amount pursuant to the aforedescribed Recapture Agreement or like arrangement. Prior to the Closing, the City and NS shall enter into a recapture agreement in accordance with Illinois compiled statutes, 65 ILCS 5/9-5-1, for purposes of securing for NS the right to recapture: an appropriate portion of the NS Road Improvements Payment from and against the land south of Xxxxxxx Road between Xxxxxxx Road and the east line of a southward extension of Xxxxxxx Court (which is the benefiting property identified in the Recapture Agreement described above); and, an appropriate portion of the NS Rail Improvements Payment from and against the land southwesterly of the 50 foot gas pipeline easement (located southwesterly of and contiguous to the NS Parcel), north of Xxxxxxx Road and south of the Rail Improvements in the event of any connection to the Rail Improvements to service such land. With regard to any recapture of the NS Rail Improvements Payment only, credit shall be given to ProLogis for the fair market value for any land dedicated by ProLogis for the Rail Improvements. In no event shall the City or NS have any right to recapture the NS Road Improvements Payment or any payment by NS for Sanitary Sewer Improvements or Water Improvements against any land owned by ProLogis or any affiliate of ProLogis.
Recapture Rights. If Tenant requests Landlord's consent to any assignment of this Lease, any subletting all or substantially all of the Premises, any subletting of all or substantially all of Suite 400 or any subletting of all or substantially all of Suite 300, Landlord will have the right, as provided in Section 9.03(c), to terminate this Lease as to all or such portion of the Premises which is proposed to be sublet or assigned effective as of the date Tenant proposes to sublet or assign all or less than all of the Premises. Landlord's right to terminate this Lease as to less than all of the Premises proposed to be sublet or assigned will not terminate as to any future additional subletting or assignment as a result of Landlord's consent to a subletting of less than all of the Premises or Landlord's failure to exercise its termination right with respect to any subletting or assignment. Landlord will exercise such termination right, if at all, by giving written notice to Tenant within thirty (30) days of receipt by Landlord of the financial responsibility information required by this Article IX. Tenant understands and acknowledges that the option, as provided in this Article IX, to terminate this Lease as to all or such portion of the Premises which is proposed to be sublet or assigned rather than approve the subletting or assignment of all or a portion of the Premises, is a material inducement for Landlord's agreeing to lease the Premises to Tenant upon the terms and conditions herein set forth. In the event of any such termination with respect to less than all of the Premises, the cost of segregating the recaptured space from the balance of the Premises will be paid by Tenant and Tenant's future monetary obligations under this Lease will be reduced proportionately on a square footage basis to correspond to the balance of the Premises which Tenant continues to lease.
Recapture Rights. Landlord shall have the option, to be exercised by Notice to Tenant prior to expiration of the Review Period, to (a) terminate this Lease effective as of the commencement date of the proposed Transfer (provided, that if the proposed Transfer is a sublease, such termination shall be limited to the area of the Premises proposed to be sublet); or (b) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof, in this Lease or the Premises that Tenant proposes to Transfer, on the same terms and conditions as stated in the proposed Transfer agreement, and no such subleasing or assignment to Landlord shall work a merger. If Landlord makes an election described under clause (a) or (b) above, then Landlord shall have the right (but not the obligation) to negotiate directly with the proposed Transferee and to enter into any agreement with such party on such terms as may be acceptable to Landlord in its sole discretion, and Tenant waives any and all Claims against Landlord related thereto. Notwithstanding anything to the contrary in the foregoing, the terms of this Section 13.5 shall not be applicable with respect to any Transfer proposed by Tenant during the Term of this Lease expiring on October 31, 2006.
Recapture Rights. If at any time after the date on which a Participant has received payment, or becomes vested in the right to receive payment, of an Incentive Plan Award the Committee determines that the earlier determination as to the achievement of a Performance Goal was based on incorrect data and that in fact the Performance Goal had not been achieved or had been achieved to a lesser extent than originally determined and a portion of the Incentive Plan Award would not have been paid or have vested, given the correct data, then (i) any such portion of the Incentive Plan Award for which payment had been received by the Participant shall be paid by the Participant to the Company upon notice from the Company as provided by the Committee and (ii) such portion of the Incentive Plan Award that became vested shall be deemed to be not vested. Additionally, any Incentive Plan Awards granted under the Plan may be subject to reduction, cancellation, forfeiture or recoupment to the extent required by applicable law or listed company rules or to the extent otherwise provided at the time of grant or pursuant to policies (including, without limitation, any clawback or similar policies) that may be established by the Board, the Committee or any other committee of the Board from time to time.
Recapture Rights. (A) Subject to the terms of this Section 12.10, if (x) Tenant proposes to sublease the Premises or (y) Tenant proposes to assign Tenant's interest in this Lease pursuant to Section 12.8 hereof, then Landlord shall have the right to terminate this Lease (the aforesaid option to terminate this Lease being referred to herein as a "Recapture Termination"). In addition, subject to the terms of this Section 12.10, if Tenant proposes to sublease the Premises, Landlord shall also have the right to sublease the Premises from Tenant on the terms set forth in Section 12.10(C) hereof (Landlord's aforesaid option to sublease the Premises or the applicable portion thereof from Tenant being referred to herein as a "Recapture Sublease"). Landlord shall have the right to elect a Recapture Termination or a Recapture Sublease (as the case may be) only by giving notice thereof to Tenant on or prior to the ninetieth (90th) day after the date when Tenant gives to Landlord the Sublease Statement or the Assignment Statement (as the case may be).
Recapture Rights. 23 Section 12.11. ......................................................24
Recapture Rights. Landlord shall have no recapture rights under this Section 25.4 if Tenant requests assignment and/or transfer of one-third (") or less of the total square footage of the Building. Following receipt of any Transfer Notice pursuant to which Tenant requests transfer of more than one-third (") of the total square footage of the Building, Landlord may, upon written notice to Tenant, advise Tenant of its intention to terminate this Lease. If Landlord notifies Tenant, Tenant may withdraw its request to transfer the Premises by written notice to Landlord, in which case this Lease shall continue as if no Transfer Notice was delivered to Landlord. If Tenant does not withdraw its transfer request by written notice to Landlord with seven (7) days after receipt of Landlord's election to terminate this Lease, Landlord may, if it elects, enter into a new lease with the intended Transferee or any other person on such Information as Landlord and such person may agree. Tenant shall not be entitled to any portion of the profit, if any, which Landlord may realize on account of such termination and reletting. Landlord's exercise of its aforesaid rights shall not be construed to impose any liability upon Landlord with respect to any real estate brokerage commission(s) or any other costs or expenses incurred by Tenant in connection with its proposed Transfer.
