Common use of Renewal Term Clause in Contracts

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.

Appears in 2 contracts

Sources: Supply, License and Commercialization Agreement (VIASPACE Green Energy Inc.), Supply and Commercialization Agreement (VIASPACE Inc.)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (ia) Provided that VIASPACE no Event of Default shall have first satisfied the conditions occurred and be continuing, this Lease shall automatically extend for any two renewal terms of five years each (each such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) unless Tenant elects, by providing written notice of its election Notice to renew such term (each, a “Renewal Notice”) to VGE at least three (3) Landlord no later than 30 months prior to the expiry scheduled expiration of the Term of this Lease or the previous Renewal Term, as applicable, to terminate this Lease upon the expiration of the then current Initial Term. Any such Notice to terminate shall, if given, be irrevocable, but Tenant’s failure to terminate shall not preclude Landlord from exercising any of its rights to terminate this Lease in accordance with the terms hereof. (b) Each Renewal Term shall commence on the day succeeding the expiration of the Fixed Term or Conditional the preceding Renewal Term, as the case may be; and (ii. All of the terms, covenants, and provisions of this Lease shall apply to each such Renewal Term. Tenant shall have no right to extend the Term beyond the expiration of the last Renewal Term. If Tenant does not give Notice that it elects to terminate this Lease in accordance with this Section 2.4, then this Lease shall automatically renew at the end of the Term then in effect as provided in Section 2.4(a), and such renewal term shall be upon all of the terms and conditions set forth in this Lease except that the Minimum Rent and Percentage Rent may be adjusted to reflect fair market value, terms and conditions at the commencement of such renewal term, as mutually determined by Landlord and Tenant, after which Landlord shall update Exhibit A and Exhibit C of this Lease pursuant to Section 3.1(f) Provided it delivers hereof. Any such adjustment to Minimum Rent and Percentage Rent shall be effective as of the commencement of such Renewal Term. As of the date hereof, Landlord and Tenant hereby confirm that Tenant did not deliver a Renewal Notice to VGE of termination at least three (3) 30 months prior to the expiry scheduled expiration of the then Fixed Term, and so this Lease will automatically renew upon expiration of the Fixed Term for the first Renewal Term of five years, commencing on November 1, 2018, and there shall be one remaining Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.

Appears in 2 contracts

Sources: Lease Agreement (ESH Hospitality, Inc.), Lease Agreement (ESH Hospitality, Inc.)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereundera) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option (the "Renewal Option") to extend the term of this Lease for one additional five (5) year period (the "Renewal Term"), which Renewal Term shall commence on the date immediately succeeding the Expiration Date (the "Renewal Commencement Date") and end on the anniversary of the Expiration Date (the "Renewal Expiration Date"), provided that this Lease shall not have been previously terminated and that Tenant shall not be in material default in the observance or performance of any of the terms, covenants or conditions of this Lease (i) on the date Tenant gives Landlord written notice (the "Renewal Notice") of Tenant's election to exercise the Renewal Option, and (ii) on the Expiration Date. The Renewal Option shall be exercised with respect to the entire Premises only and shall be exercisable by Tenant's delivery of the Renewal Notice to Landlord at least six (6) months prior to the Expiration Date; provided, however, if Tenant is in default on the date the Renewal Notice is given or on the Expiration Date as hereinbefore provided, Landlord shall give Tenant written notice ("Landlord's Notice") of such default, and Tenant shall have a period of thirty (30) days after the Landlord's Notice to cure such default. (b) If Tenant exercises the Renewal Option in accordance with the terms set forth above, the Renewal Term shall be upon the same terms, covenants and conditions as those contained in this Lease, except that (i) the Base Rent shall be per Lease Year, payable in monthly installments of ______________ each; (ii) the provisions of subparagraph (a) above relative to Tenant's right to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement Lease shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement not be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) applicable during the first applicable Evergreen Renewal Term; Eight Million Dollars and ($8,000,000iv) during the second applicable Evergreen Expiration Date shall, for the purposes of the Lease, be defined as the Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGExpiration Date.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Alltrista Corp), Asset Purchase Agreement (Alltrista Corp)

Renewal Term. Subject Tenant shall have a right to VIASPACE otherwise being in full compliance with a new lease (“Renewal Lease”) after the initial Term of this Agreement (includingLease, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same under standard lease terms and conditions hereof: (i) Provided in effect at the time of issuance except that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being shall be for a two (2) year period (for a total of ten (10) years from (plus a right of first refusal as provided in Section 2.3 [Right of First Refusal] below), provided all of the Effective Date assuming each renewal is elected)(eachfollowing conditions are met at the time of expiration of the initial Term and during any time after expiration of the initial Term and before execution of the Renewal Lease: (i) Tenant shall not have been in default, a “Conditional Renewal Term”beyond the expiration of all applicable notice and cure periods, more than two (2) by providing written notice of its election to renew such term times within the twenty-four (each, a “Renewal Notice”24) to VGE at least three (3) months month period prior to the expiry MAC’s offer of the then current Initial Term Renewal Lease, in payment of rents or Conditional Renewal Term, as the case may be; andin material performance of other requirements of this Lease; (ii) Provided MAC has had reasonable opportunity to conduct an inspection of the Leased Property, and an environmental investigation, pursuant to Sections 8 [Right of Entry and Inspection] and 20.6 [Right to Investigate] to, among other things, determine compliance with the conditions set forth in this Section 2.2 [Renewal Term]; (iii) Tenant must not be in default of the Lease, beyond the expiration of all applicable notice and cure periods; and must be in compliance with MAC’s rules, regulations, ordinances and policies, by the expiration of all applicable notice and cure periods; including, for example: (a) Tenant must not have abandoned the Leased Property; and (b) the Improvements must be in physical condition in accordance with this Lease, the Policies, and Ordinance 112; (iv) MAC has not determined that it delivers requires the Leased Property, before the end of the term of the Renewal Lease, for a use that, in MAC’s judgment, is for the betterment of the Airport, the MAC airport system, or the aviation community, as provided in Section 16 [Airport Development or Redevelopment] of this Lease; and MAC will not purchase the Improvements or provide any compensation in the event a Renewal Notice Lease is not offered pursuant to VGE at least three (3) months prior to the expiry of the then this Section 2.2 [Renewal Term, this Agreement shall automatically renew on ] for failure to meet the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”)conditions; providedexcept, however, that if a Renewal Lease is not issued solely for failure to satisfy the condition set forth in no event shall the term paragraph (iv) above, then MAC will pay compensation, as provided in Section 16.6 [Payment of Compensation for Improvements] of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGLease.

Appears in 1 contract

Sources: Commercial Lease

Renewal Term. Subject Tenant shall have the right to VIASPACE otherwise being renew the Term for all of the Premises for (x) one renewal term of 24 months (the “First Renewal Term”) which shall commence on the day following the expiration of the initial Term and end on the second anniversary of the Expiration Date, unless the First Renewal Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise; and (y) provided that Tenant timely exercised its option for the First Renewal Term and, subject to Landlord’s recapture right as hereinafter provided, a second renewal term of 36 months (the “Second Renewal Term” and, jointly with the First Renewal Term, a “Renewal Term”), unless the Second Renewal Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise. The Renewal Term shall commence only if (a) Tenant shall have notified Landlord in full compliance with this Agreement writing of Tenant’s exercise of each such renewal right not earlier than nine months and not later than one year prior to then scheduled Expiration Date, and (including, without limitation, b) at the timely payment time of any the exercise of such right and all amounts due hereunder) immediately prior to the delivery Expiration Date, no event of any Notice Default shall have occurred and be continuing hereunder. Time is of the essence with respect to the giving of the notice of Tenant’s exercise of the renewal option. Each Renewal Term shall be upon all of the agreements, terms, covenants and conditions hereof binding upon Tenant, except that the Fixed Rent (as defined in Section 1.1) shall be determined as provided in Section 30.2 and, upon the exercise of the renewal right respecting the Second Renewal Term, Tenant shall have no further right to renew the Term. Upon the commencement of each then Renewal Term, (A) the applicable Renewal Term shall be added to and become part of the Term (but shall not be considered part of the initial Term), (B) any reference to “this Lease”, to the “Term”, the “term of this Lease” or any similar expression shall be deemed to include the applicable Renewal Term, this Agreement may be renewed on and (C) the same terms and conditions hereof: (i) Provided that VIASPACE expiration of the subject Renewal Term shall have first satisfied become the conditions for any such renewal as Expiration Date. Notwithstanding anything set forth in Exhibit “B” for each such applicable renewalthis Section 30.1 to the contrary, VIASPACE Landlord shall have the option to renew the term right, within 10 Business Days of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total receipt of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written Tenant’s exercise notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior with respect to the expiry of the then current Initial Term or Conditional Second Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other by written notice to Tenant, to elect to recapture the Premises for its own use and enjoyment as of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen First Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.

Appears in 1 contract

Sources: Lease Agreement (DemandTec, Inc.)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option right, subject to the provisions hereinafter provided, to renew the term Lease Term for one (1) period of five (5) years (each such period is herein referred to as a “Renewal Term”) on the terms and provisions of this Agreement for four (4) consecutive Section provided: 2.2.1 This Lease is in full force and subsequent effect and Tenant is not in material default in the performance of any of the terms, covenants and conditions herein contained, in respect to which notice of default has been given hereunder which has not been or is not being remedied in the time limited in this Lease, at the time of exercise of the right of renewal and at the time set for commencement of any Renewal Term and Rent and Additional Rent are paid in full, but Landlord shall have the right at its sole discretion to waive this condition; 2.2.2 Each Renewal Term shall be upon the same terms, covenants and conditions as provided in this Lease; provided, however, the annual Base Rent for the first year of each being for a Renewal Term shall be increased by three (3%) percent, and shall be increased each subsequent two (2) years during any applicable Renewal Term by three (3%) percent (i.e., escalating 3% for year period (1, 3% for a total of ten (10) years from the Effective Date assuming 2-3, and 3% for years 4-5). 2.2.3 That Tenant shall exercise its right to each renewal is elected)(each, a “Conditional Renewal Term”) Term provided herein by providing written notice notifying Landlord in writing of its election to renew such term the Lease Term on or before the date that not more than twelve (each, a “Renewal Notice”12) to VGE at least three months and not less than six (36) months prior to the expiry expiration of the then current Initial initial Lease Term or Conditional the then-current Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party applicable (each, an “Evergreen Extension Notice”). Within thirty (30) days after receipt of Tenant’s Extension Notice, Landlord shall advise Tenant of the adjusted Base Rent for the first year of the applicable Renewal Term”); provided, however, that in no event shall . Upon determination of the term of this Agreement be renewed Prevailing Market Rental Rate for the succeeding Evergreen applicable Renewal Term if Term, the parties will execute an amendment to this Lease to establish and evidence such rate as the Base Rent for the Renewal Term. 2.2.4 Time is of the essence with respect to the extent either Party delivers rights granted by this Section 2.2. 2.2.5 If Tenant does not exercise a Renewal Term, then all subsequent Renewal Terms shall automatically expire. 2.2.6 The right to renew the Lease Term granted in this Section 2.2 is personal to the other written notice of its intent to not so renew this Agreement (original named Tenant and may be exercised only by the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(togetheroriginally named Tenant, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that unless otherwise greed in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered advance by VGE, the Commercial License shall convert to a nonexclusive license Landlord in those countries in which VIASPACE is engaged actively in the commercialization of GKG.writing. INDUSTRIAL LEASE - 3

Appears in 1 contract

Sources: Industrial Lease (1847 Holdings LLC)

Renewal Term. Capitalized terms used in this Exhibit 7(A) that are not otherwise defined in this Exhibit 7(A), have the meanings ascribed thereto in the Original Lease (unless otherwise noted in this Exhibit 7(A) as having the meanings ascribed thereto in one of the Prior Amendments). Section 37.1 (A) Subject to VIASPACE otherwise being in full compliance with the terms of this Agreement (includingArticle 37, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option (the “Renewal Option”) to renew extend the term of this Agreement Lease for four the Renewal Premises for one (41) consecutive and subsequent terms, each being for a two (2) year additional period (for a total of ten (10) years from (the Effective Date assuming each renewal is elected)(each, a Conditional Renewal Term”), which Renewal Term shall commence on February 9, 2040 and end on February 8, 2050, provided that (a) by providing written this Lease has not been previously terminated, (b) no Event of Default has occurred and is continuing on the date that Tenant gives Landlord notice of its election to renew such term (each, a the “Renewal Notice”) of Tenant’s election to VGE at least three exercise the Renewal Option, (3c) months prior the Minimum Square Footage Requirement (as defined in the Original Lease, as amended by Section 11(H) of the Second Amendment) is satisfied on the date that Tenant gives the Renewal Notice to Landlord and (d) ▇▇▇▇▇▇ gives Landlord, simultaneously with the Renewal Notice, either (or some combination of) (i) an amendment to the expiry Letter of Credit (as defined in Section 9(B) of the then current Initial Term or Conditional Renewal Term, as the case may be; and Second Amendment) (in a form that is reasonably satisfactory to Landlord) and/or (ii) Provided it delivers a Renewal Notice to VGE at least three replacement Letter of Credit that meets the requirements set forth in Section 43.1 hereof, which amendment or replacement (3or combination thereof) months prior to meet the following requirements: (x) the final expiry of all Letters of Credit in favor of Landlord under Article 43 is April 8, 2050 and (y) the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two aggregate face amount of all Letters of Credit in favor of Landlord is increased to (2or equals) year periods thereafter without any further act on the part of either Party One Hundred Million Dollars (each, an “Evergreen Renewal Term”$100,000,000.00); provided, however, that (I) if Tenant has been entitled to a reduction of the Letter of Credit pursuant to Section 43.4(A) hereof (and such reduction has not been rescinded pursuant to the final sentence of Section 43.4(A)), then such aggregate face amount under subclause (y) shall equal Fifty Million Dollars ($50,000,000.00), subject to subsequent increase if the final sentence of Section 43.4(A) shall be subsequently applicable, (II) if the Letter of Credit has not theretofore been reduced to One Hundred Million Dollars ($100,000,000.00) in no event shall accordance with the term terms of this Agreement Lease, then such aggregate face amount under subclause (y) shall equal the amount otherwise required under this Lease at such time, subject, however, to Tenant’s right to reduce the amount thereof pursuant to Section 43.4 hereof, and (III) Tenant's delivery of the Renewal Notice shall not be renewed effective for the succeeding Evergreen Renewal Term if purposes hereof (and shall be of no force or effect) unless Tenant includes therewith such amendment to the extent either Party delivers Letter of Credit or such replacement Letter of Credit (or such combination thereof) which complies with this subsection (d). The Renewal Option shall be exercisable only by Tenant delivering the Renewal Notice to the other written notice of its intent to Landlord not so renew this Agreement less than two (the “Notice of Nonrenewal”2) at least sixty years and one (601) days month prior to the end of any such Evergreen Renewal Term Fixed Expiration Date (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term to which date time shall be referred to as of the “Renewal Terms”essence); provided, further, that in no event . Landlord shall either Party have the right to deliver a Notice declare ▇▇▇▇▇▇’s exercise of Nonrenewal the Renewal Option ineffective if (a) an Event of Default has occurred and is continuing as of the Fixed Expiration Date, or (b) the Minimum Square Footage Requirement is not satisfied as of the Fixed Expiration Date, in either case by giving notice thereof to Tenant during the period commencing on the Fixed Expiration Date and ending on the date that is fifteen (15) days after the Fixed Expiration Date (it being understood that (x) if Landlord so declares Tenant’s exercise of the Renewal Option ineffective, then the Term shall terminate on the fifteenth (15th) day after the date that Landlord gives Tenant notice of such declaration (with the understanding that Tenant shall pay the Rental due hereunder in respect of the Renewal Term to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) accruing during the period commencing on the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during day of the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during ending on the third and subsequent Evergreen Renewal Termsdate that the Term so terminates), and to (y) nothing contained in this Section 37.1(A) limits ▇▇▇▇▇▇▇▇’s other rights or remedies after the extent any such Notice occurrence of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization an Event of GKGDefault).

Appears in 1 contract

Sources: Lease Agreement (Alexanders Inc)

Renewal Term. Subject Section 39.1 Tenant shall have the option (the “Renewal Option”) to VIASPACE otherwise being extend the Term of this Lease for one (1) additional period of five (5) years (the “Renewal Term”), which Renewal Term shall commence on the date immediately succeeding the Fixed Expiration Date and end on the fifth (5th) anniversary of the Fixed Expiration Date provided that (a) this Lease shall not have been previously terminated, (b) Tenant shall occupy at least eighty percent (80%) of the Premises for the conduct of its business and (c) no Event of Default shall have occurred (x) on the date Tenant gives Landlord written notice (the “Renewal Notice”) of Tenant’s election to exercise such Renewal Option, and (y) on the Fixed Expiration Date. The Renewal option may be exercised with respect to the entire Premises only and shall be exercisable by Tenant delivering the Renewal Notice to Landlord at least twelve (12) months prior to the Fixed Expiration Date. Time is of the essence with respect to the giving of the applicable Renewal Notice. Upon the giving of the Renewal Notice, Tenant shall have no further right or option to extend or renew the Term. Section 39.2 If Tenant exercises the Renewal Option, the Renewal Term shall be upon the same terms, covenants and conditions as those contained in full compliance this Lease, except that (i) the Fixed Rent shall be deemed to mean the Fixed Rent as determined pursuant to Section 39.3, (ii) Tenant shall not be entitled to any further abatement or credit against the Fixed Rent pursuant to Article 1 herewith and (iii) Landlord will not be required to perform Landlord’s Work. Section 39.3 For the Renewal Term the Fixed Rent shall be determined as follows: (A) The Fixed Rent for the Premises for the Renewal Term shall be an amount equal to the annual fair market rental value of the Premises (the “Fair Market Rent”) on the first day of the Renewal Term (hereinafter referred to as the “Rental Value”). The Fair Market Rent shall be determined taking into account all relevant factors and as if the Premises were available in the then rental market for comparable first-class market buildings in midtown Manhattan and assuming that Landlord has had a reasonable time to locate a tenant who rents with the knowledge of the uses to which the Premises can be adapted, and that neither Landlord nor the prospective tenant is under any compulsion to rent, taking into account: (i) the fact that the Base Taxes and the Base Operating Expenses provided herein shall change as provided in Article 27 hereof for the purpose of calculating the escalation payments payable pursuant to Article 27 hereof, which payments shall continue to be made during the Renewal Term; (ii) the fact that as of the commencement of the Renewal Term, Tenant shall not be required to pay, in addition to the escalation payments presently provided for under this Agreement Lease, Tenant’s Share of such other escalation payments which Landlord is then charging tenants under other leases or offers for leases in the Building or in other buildings then owned by Landlord or its affiliates or under common management with the management company then managing the Building or of such other escalation payments which other landlords are then charging tenants under leases or offers for leases in other office buildings which are similar in character or location to the Building; (iii) the fact that Landlord shall not be obligated to perform any work including, without limitation, Landlord’s Work, in the timely payment of any and all amounts due hereunder) prior Premises to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on prepare the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may beTenant’s occupancy; and (iiiv) Provided it delivers a Renewal Notice the fact that Tenant shall not be entitled to VGE at least three any abatement or credit against the Fixed Rent. (3B) months prior to For purposes of determining the expiry Fair Market Rent, the following procedure shall apply: (1) the Fair Market Rent shall be determined by Landlord on the basis of the then Renewal Termhighest and best office use of the Premises assuming that the Premises are free and clear of all leases and tenancies (including this Lease), this Agreement shall automatically renew on and, at the same terms election of Landlord, that the Premises are occupied by one (1) tenant or are subdivided and conditions hereof for consecutive two occupied by more than one (1) tenant, whether improved or unimproved. (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event Landlord shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other give Tenant written notice of its intent to not so renew this Agreement (the “Notice of NonrenewalRent Notice”) at least sixty within one hundred twenty (60120) days prior to the end Fixed Expiration Date, which Rent Notice shall set forth Landlord’s determination of any the Fair Market Rent (“Landlord’s Determination”). If Landlord shall fail or refuse to give such Evergreen Renewal Term (notice as the case may be)(togetheraforesaid, the Conditional Renewal Term and Evergreen Renewal Term Rental Value shall be deemed to be the sum of (x) the Fixed Rent payable by Tenant on the Expiration Date and (y) the annualized Escalation Rent payable on the Expiration Date with respect to the applicable Tax Year or Operating Year occurring on the Expiration Date (the amounts set forth in clauses (x) and (y) are referred to as the “Renewal TermsLast Year Rental” then payable by Tenant on the Fixed Expiration Date. (3) If Landlord’s Determination exceeds the Last Year Rental payable by Tenant on the Expiration Date, then Tenant shall give Landlord written notice (“Tenant’s Notice”); provided, furtherwithin thirty (30) days after Tenant’s receipt of the Rent Notice, of whether Tenant accepts or disputes Landlord’s Determination. If Tenant in Tenant’s Notice accepts Landlord’s Determination or if Tenant fails or refuses to give Tenant’s Notice as aforesaid, Tenant shall be deemed to have accepted Landlord’s Determination for the Renewal Term in accordance with the terms of this Article. If Tenant in Tenant’s Notice disputes Landlord’s Determination, Tenant shall deliver to Landlord, within thirty (30) days after Tenant’s receipt of the Rent Notice, Tenant’s determination of the Fair Market Rent (“Tenant’s Determination”) as determined by an independent real estate appraiser (“Tenant’s Appraiser”), together with a copy of the appraisal prepared by Tenant’s Appraiser. (4) Landlord shall give Tenant written notice (“Landlord’s Notice”), within thirty (30) days after Landlord’s receipt of Tenant’s Determination, of whether Landlord accepts or disputes Tenant’s Determination. If Landlord in Landlord’s Notice accepts Tenant’s Determination or if Landlord fails or refuses to give Landlord’s Notice as aforesaid. Landlord shall be deemed to have accepted Tenant’s Determination. If Landlord in Landlord’s Notice disputes Tenant’s Determination, Landlord shall appoint an independent real estate appraiser (“Landlord’s Appraiser”). If within thirty (30) days after Tenant’s receipt of Landlord’s Notice in dispute, Landlord’s Appraiser and Tenant’s Appraiser shall mutually agree upon the determination (the “Mutual Determination”) of the Fair Market Rent, their determination shall be final and binding upon the parties. If Landlord’s Appraiser and Tenant’s Appraiser shall be unable to reach a Mutual Determination within said thirty (30) day period, both of the Appraisers shall jointly select a third independent real estate appraiser (“Third Appraiser”) whose fee shall be borne equally by Landlord and Tenant. In the event that Landlord’s Appraiser and Tenant’s Appraiser shall be unable to jointly agree on the designation of the Third Appraiser within five (5) days after they are requested to do so by either party, then the parties agree to allow the American Arbitration Association, or any successor organization to designate the Third Appraiser in no event accordance with the rules, regulations and/or procedures then obtaining of the American Arbitration Association or any successor organization. (5) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Party Landlord’s or Tenant’s Determination, and such choice by the Third Appraiser shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses if any, in connection with any arbitration under this Section, including the expenses and fees of any Appraiser selected by it in accordance with provisions of this Article. Any Appraiser appointed pursuant to this Article shall be an independent real estate appraiser with at least ten (10) years’ experience in leasing and valuation of properties which are similar in character to the Building, and a member of the American Institute of Appraisers of the National Association of Real Estate Boards and a member of the Society of Real Estate Appraisers. The Appraisers shall not have the right power to add to, modify or change any of the provisions of this Lease. (6) It is expressly understood that any determination of the Fair Market Rent pursuant to this Article shall be based on the criteria stated in Section 39.3 hereof. (C) After a determination has been made of the Rental Value for the Renewal Term, the parties shall execute and deliver a Notice to each other an instrument setting forth the Rental Value as hereinabove determined. (D) If the final determination of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during Rental Value shall not be made on or before the first applicable Evergreen day of the Renewal Term in accordance with the provisions of this Article, pending such final determination Tenant shall continue to pay, as the Fixed Rent for the Renewal Term; Eight Million Dollars , an amount equal to Landlord’s Determination ($8,000,000) during subject to escalation pursuant to Article 27 hereof). If, based upon the second applicable Evergreen final determination hereunder of the Rental Value, the payments made by Tenant on account of the Fixed Rent for such portion of the Renewal Term and Ten Million Dollars were ($10,000,000i) during less than the third and subsequent Evergreen Rental Value payable for the Renewal TermsTerm, and Tenant shall pay to Landlord the extent any amount of such Notice deficiency within ten (10) days after demand therefor or (ii) greater than the Rental Value payable for the Renewal Term, Landlord promptly shall refund to Tenant the amount of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.such excess. [signature page follows]

Appears in 1 contract

Sources: Lease Agreement

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option right, subject to the provisions hereinafter provided, to renew the term Term for one (1) period of this Agreement for four five (45) consecutive and subsequent terms, each being for a two years (2) such 5-year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be sometimes hereinafter referred to as the “Renewal TermsTerm”), on the terms and provisions of this Section provided: A. This Lease is in full force and effect and Tenant is not in default in the performance of any of the terms, covenants and conditions herein contained, in respect to which notice of default has been given hereunder which has not been or is not being remedied in the time limited in this Lease, at the time of exercise of the right of renewal and at the time set for commencement of the Renewal Term, but Landlord shall have the right at its sole discretion to waive this condition; B. That such Renewal Term shall be upon the same terms, covenants and conditions as provided in this Lease; provided, furtherhowever, that the annual Basic Rent for the Renewal Term shall be equal to the sum of (i) ninety-five percent (95%) of the then current Market Rate Basic Rent as in no event effect twelve (12) months prior to commencement of the Renewal Term, plus (ii) the Additional Parking Spaces Rate; and upon determination of the Basic Rent rate for the Renewal Term, the parties shall either Party have the execute an amendment to this Lease to establish and evidence such Basic Rent rate; and C. That Tenant shall exercise its right to deliver a Notice the Renewal Term provided herein by notifying Landlord in writing (the “Renewal Notice”) of Nonrenewal if and its election to exercise the Renewal Term or before the date that is not less than twelve (12) months prior to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during expiration of the first applicable Evergreen Renewal initial Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term . The rights granted under this Section 1.2.5 are personal to DRIV and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Termsany Successor, and shall not be assigned to nor inure to the extent benefit of any such Notice other party. Time is of Nonrenewal is delivered the essence with respect to the rights granted by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGthis Section 1.2.5.

Appears in 1 contract

Sources: Lease Agreement (Digital River Inc /De)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, In consideration of the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal Rent hereinafter reserved and the commencement of each then applicable Renewal Termterms, this Agreement may be renewed on the same terms covenants and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in this Lease to be observed and performed by Lessee, Lessor hereby demises and leases to Lessee, and Lessee hereby rents and takes from Lessor, the following property (collectively hereinafter referred to as the "Demised Premises"): ▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Line Road, Rochester, New York 14623; (a) all the land (the "Land") described in Exhibit “B” for each such applicable renewalA hereto; (b) all buildings, VIASPACE shall have structures and other improvements (the option "Improvements") now or hereafter located on the Land, other than Lessee's Equipment as hereinafter defined; and (c) all rights of way or of use, servitudes, licenses, tenements, appurtenances and easements now or hereafter belonging or pertaining unto Lessee, and the permitted successors and assigns of Lessee, upon and subject to renew all of the term of this Agreement for four (4) consecutive and subsequent terms, each being covenants and conditions herein contained, for a two (2) year period (for a total of ten (10) years from year term commencing on October , 2003, and terminating on October , 2013. If the Effective Date assuming each renewal Lessee is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry then in compliance with all of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof of this Lease, the Lessee shall have one (1) option to renew this Lease for consecutive two one (21) five (5) year periods thereafter without any further act term, which shall commence on the part expiration date of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the initial term of this Agreement Lease. All terms and conditions of this Lease shall remain in full force and effect during the renewal term, except that the Lessee shall have no other renewal option, and the annual rent shall be renewed for adjusted to reflect the succeeding Evergreen Renewal Term if and increase in the Consumer Price Index applicable to the extent either Party delivers to Rochester, New York, metropolitan area in the other written notice period between the commencement date of its intent to not so renew this Agreement the initial term of the Lease and the commencement date of the renewal term of the Lease. This option shall be exercised by the Lessee no later than one hundred twenty (the “Notice of Nonrenewal”) at least sixty (60120) days prior to the end expiration date of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice initial term of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGthis Lease.

Appears in 1 contract

Sources: Lease Agreement (Total Identity Corp)

Renewal Term. Subject Section 40.1 Tenant shall have the option (the "Renewal Option") to VIASPACE otherwise extend the term of this Lease for one (1) additional period of five (5) years (the "Renewal Term"), which Renewal Term shall (i) commence on the date immediately succeeding the Fixed Expiration Date, and (ii) end on the fifth (5th) anniversary of the Fixed Expiration Date, provided that (a) Net2000 Communications Real Estate, Inc. shall be tenant hereunder, (b) this Lease shall not have been previously terminated, (c) Tenant shall occupy at least eighty percent (80%) of the Premises for the conduct of its business and (d) no Event of Default shall then be occurring (x) on the date Tenant gives Landlord written notice (the "Renewal Notice") of Tenant's election to exercise the Renewal Option, and (y) on the Fixed Expiration Date, Such Renewal Option may be exercised with respect to the entire Premises only and shall be exercisable by Tenant delivering the Renewal Notice to Landlord at least twelve (12) months prior to the Fixed Expiration Date. Time is of the essence with respect to the giving of the Renewal Notice. Upon the giving of the Renewal Notice, Tenant shall have no further right or option to extend or renew the Term. Section 40.2 If Tenant exercises the Renewal Option, the Renewal Term shall be upon the same terms, covenants and conditions as those contained in this Lease, except that (i) the Fixed Rent shall be deemed to mean the Fixed Rent as determined pursuant to Section 40.3 hereof, (ii) Tenant shall not be entitled to any rent abatement or credit against the Fixed Rent pursuant to Article I hereof, (iii) the provisions of Article 19 with respect to Landlord's Work shall not be applicable during the Renewal Term, (iv) Tenant shall not be entitled to the ADA Tenant Fund with respect to the Renewal Term and (v) the provisions of Section 40.1 of this Article relative to Tenant's right to renew the Term of this Lease shall not be applicable. It is Section 40.3 For the Renewal Term the Fixed Rent shall be determined as follows: (A) The Fixed Rent for the Premises for the Renewal Term shall be an amount equal to the greater of (a) the annual fair market rental value of the Premises (the "Premises Fair Market Rent") on the first day of the Renewal Term or (b) the Fixed Rent payable by Tenant on the Fixed Expiration Date (the greater of (a) and (b) being hereinafter referred to as the "Premises Rental Value"). The Fixed Rent for the Licensed Area(s) for the Renewal Term shall be an amount equal to the greater of (x) the annual fair market value of the Licensed Area(s) (the "Licensed Area(s) Fair Market Rent") on the first day of the Renewal Term or (y) the Fixed Rent payable by Tenant on the Fixed Expiration Date (the greater of (x) and (y) being hereinafter referred to as the "Licensed Area(s) Rental Value"). The Premises Fair Market Rent and the Licensed Area(s) Fair Market Rent are sometimes hereinafter referred to as the "Fair Market Rent." The Fair Market Rent shall be determined as if the Premises and the Licensed Area(s) were available in full compliance the then rental market for comparable first class market buildings in midtown Manhattan and assuming that Landlord has had a reasonable time to locate a tenant who rents with the knowledge of the uses to which the Premises and the Licensed Area(s) can be adapted, and that neither Landlord nor the prospective tenant is under any compulsion to rent, taking into account: (i) the fact that the Base Taxes and the Base Wage Rate provided herein shall not change for the purpose of calculating the escalation payments payable pursuant to Article 27 hereof, which payments shall continue to be made during the Renewal Term; (ii) the fact that as of the commencement of the Renewal Term, Tenant shall not be required to pay, in addition to the escalation payments presently provided for under this Agreement Lease, Tenant's Share of such other escalation payments which Landlord is then charging tenants under other leases or offers for leases in the Building or in other buildings then owned by Landlord or its affiliates or under common management with the management company then managing the Building or of such other escalation payments which other landlords are then charging tenants under leases or offers for leases in other office buildings which are similar in character or location to the Building; (iii) the fact that Landlord shall not be obligated to perform any work, including, without limitation, Landlord's Work, in the timely payment of any Premises or the Licensed Area(s) to prepare the same for Tenant's occupancy and all amounts due hereunderuse; (iv) prior the fact that Tenant shall not be entitled to the delivery of ADA Tenant Fund during the Renewal Term; and (v) the fact that Tenant shall not be entitled to any Notice of rent abatement or credit against the Fixed Rent during the Renewal and Term. During the commencement of each then applicable Renewal Term, this Agreement may Escalation Rent shall continue to be renewed on paid pursuant to Article 27 hereof. (B) For purposes of determining the same terms and conditions hereofFair Market Rent, the following procedure shall apply: (1) the Fair Market Rent shall be determined by Landlord on the basis of the highest and best use of the Premises assuming that (i) Provided the Premises are free and clear of all leases and tenancies (including this Lease) and (ii) the Licensed Area(s) are free and clear of all licenses (including the license created by this Lease), and, at the election of Landlord, that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have Premises and the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal TermLicensed Area(s), as the case may be; and, are occupied by one (1) tenant or are subdivided and occupied by more than one (1) tenant, whether improved or unimproved. (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event Landlord shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other give Tenant written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”"Rent Notice") at least sixty within one hundred twenty (60120) days prior to the end Fixed Expiration Date, which Rent Notice shall set forth Landlord's determination of any the Premises Fair Market Rent and the Licensed Area(s) Fair Market Rent ("Landlord's Determination"). If Landlord shall fail or refuse to give such Evergreen Renewal Term (Notice as aforesaid with respect to the case may be)(togetherPremises Fair Market Rent, the Conditional Renewal Term and Evergreen Renewal Term Premises Rental Value shall be referred deemed to as be the “Renewal Terms”); provided, further, that in no event shall either Party have Fixed Rent then payable by Tenant on the right to deliver a Notice of Nonrenewal if and Fixed Expiration Date with respect to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal TermsPremises, and if Landlord shall fail or refuse to give such Notice as aforesaid with respect to the extent any such Notice of Nonrenewal is delivered by VGELicensed Area(s) Fair Market Rent, the Commercial License Licensed Area(s) Rental Value shall convert be deemed to a nonexclusive license in those countries in which VIASPACE is engaged actively in be the commercialization of GKGFixed Rent then payable by Tenant on the Fixed Expiration Date with respect to the Licensed Area(s).

Appears in 1 contract

Sources: Lease Agreement (Net2000 Communications Inc)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (ia) Provided that VIASPACE there shall have first satisfied not then exist an uncured "Event of Default" (as such term is defined in Article 13 below) on the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewaldate Tenant delivers Tenant's Renewal Notice (hereinafter defined) to Landlord, VIASPACE Tenant shall have the option (the "Renewal Option") to renew the term of this Agreement Lease for four one renewal term (4) consecutive and subsequent termsthe "Renewal Term"), each being for a two (2) year period (for a total of ten (10) years from years. The Renewal Option for the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) Term shall be exercised by providing written notice of its election from Tenant to Landlord (the "Tenant's Renewal Notice") to the effect that Tenant desires to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement Lease, to be renewed given not later than two years prior to the Expiration Date of the Initial Term ("Option Exercise Date"). If Tenant shall fail to give Tenant's Renewal Notice to Landlord on or before the Option Exercise Date, then the Renewal Option shall not lapse and Landlord shall not enter into a lease(s) for the succeeding Evergreen Premises or any portion thereof for any period after the expiration of the Initial Term, unless (i) Landlord shall have given Tenant written notice that Tenant has not exercised Tenant's right to extend the term of this Lease, and (ii) an additional period of fifteen (15) business days, during which additional period Tenant may exercise such right to extend the term of this Lease, has elapsed from receipt of such notice by Tenant. If Tenant shall not have exercised the Renewal Option prior to the expiration of said fifteenth (15th) business day, then Tenant's right to extend the Initial Term shall be deemed to have been waived. The Renewal Term if shall be on the same covenants, agreements, terms, provisions and conditions as are contained herein, except as expressly provided herein to the extent either Party delivers contrary. The rent payable during the Renewal Term shall be as provided in Section 4.04. If Tenant fails to exercise effectively its Renewal Option (and the other written notice Renewal Term does not become effective), then the Lease shall terminate on the original Expiration Date as herein provided. (b) At any time after the Renewal Term has become effective and the rent payable during the Renewal Term determined, Landlord and Tenant, upon request of its intent either, shall execute an agreement supplementary hereto identifying the Annual Rental payable during the Renewal Term. (c) For all purposes under this Lease, the term "initially named Tenant herein" shall be deemed to refer only to: (i) the corporate entity which is ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. (whether or not so renew known by or using such name), (ii) any "Successor Corporation" (defined below), and (iii) any Affiliate of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. or of a Successor Corporation. The term "Successor Corporation" shall be deemed to refer to and include any entity which (x) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. is merged into or consolidated with, or (y) acquires all or substantially all of the assets or stock of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. From and after the date on which an entity qualifies hereunder as a Successor Corporation, such entity shall, as applicable under this Agreement (the “Notice of Nonrenewal”) at least Lease, be deemed to be ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. Within sixty (60) days prior following the occurrence of any transaction which Tenant believes results in the existence of a Successor Corporation, Tenant shall give Landlord notice thereof. If, within sixty (60) days following receipt of such notice, Landlord shall request evidence to support Tenant's determination that such transaction has resulted in the existence of a Successor Corporation, Tenant shall promptly furnish Landlord with such evidence. Without limiting the nature of what constitutes acceptable evidence, Landlord agrees that the opinion letter of an independent attorney or the certified statement of an independent certified public accountant to the end effect that such transaction resulted in the existence of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term a Successor Corporation shall be referred to as deemed presumptive evidence of the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGsame.

Appears in 1 contract

Sources: Lease Agreement (Scholastic Corp)

Renewal Term. Subject (i) This Lease shall have an initial Renewal Term (the "Initial Renewal Term") commencing on October 1, 2000 and continuing to VIASPACE otherwise being in full compliance with this Agreement and including December 31, 2002. This Lease shall have a second Renewal Term (includingthe "Second Renewal Term") commencing on January 1, without limitation2003 and, the timely payment of subject to Section 5d. hereof, continuing to and including December 31, 2007. (ii) With regard to any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, as defined herein, other than the Initial Renewal Term and the Second Renewal Term, and so long as no termination of this Agreement Lease shall have occurred pursuant to Section 5d. hereof, Landlord and Tenant may be renewed negotiate in good faith two (2) sixty (60) month renewal terms of the Lease on the same terms and conditions hereof:as the Second Renewal Term, except for the Base Rent payable during such Renewal Term(s), which shall be determined in accordance with Section 7a.(iii) of this Lease, and except for such terms and conditions as may be mutually agreeable to Landlord and Tenant. (iiii) Provided that VIASPACE If Landlord and Tenant cannot reach mutual agreement of material terms for a renewal of this Lease and if Landlord shall have first satisfied received and consented to an irrevocable notice of extension in the conditions for any such form of Exhibit D hereto (the "Notice of Extension") at least 180 days prior to the expiration of the Second Renewal Term or the third Renewal Term, Landlord and Tenant shall each choose, within 15 days of delivery of an acknowledged Notice of Extension and at their own cost and expense, a real estate broker, having at least 8 years of experience in commercial real estate leasing, to review the proposed renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive Lease. Such experts shall review the disagreement of such material terms. Landlord and subsequent Tenant shall pay the costs and expenses of the broker selected by each of them respectively. Within 30 days of their appointment, such experts shall mutually agree in writing upon such terms based on prevailing market conditions. If such experts cannot reach agreement on such terms, then such experts shall mutually agree on a third independent, qualified expert, having at least 8 years of experience in commercial real estate leasing, the cost and expense of whom shall be paid equally by Landlord and Tenant, to review the disagreement of such material terms. Within 30 days of its appointment, such expert shall state in writing its opinion of appropriate terms based on prevailing market conditions. Landlord and Tenant agree to abide by whatever conclusion is reached with respect to such disagreement pursuant hereto however such conclusion is reached by the experts and agree to prepare and deliver, within 30 days of receipt thereof, documentation incorporating such conclusion. The foregoing clauses (ii) and (iii) relate solely to each being for a Renewal Term other than the Initial Renewal Term and the Second Renewal Term. (iv) The Initial Renewal Term and the Second Renewal Term, together with each of the two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least additional sixty (60) days prior to month renewal terms described above, if any, are each called a "Renewal Term" and, together with the Initial Term and the Primary Term, are collectively called the "Term". The Second Renewal Term shall commence on January 1, 2003 and the third Renewal Term, if any, shall commence on the day after the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Second Renewal Term and Evergreen the fourth Renewal Term shall be referred to as commence on the “Renewal Terms”); provided, further, that in no event shall either Party have date after the right to deliver a Notice end of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen third Renewal Term; Eight Million Dollars . ($8,000,000d) during Section 5 of the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during Original Lease is hereby amended by inserting the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGfollowing subsection immediately after Section 5c.:

Appears in 1 contract

Sources: Lease Extension Agreement (Corporate Realty Income Fund I L P)

Renewal Term. Subject 33.1. Provided no Default exists at the time of such election, Tenant may renew this Lease for one additional period of five (5) years, by delivering written notice of the exercise thereof to VIASPACE otherwise being in full compliance Landlord not later than two hundred seventy (270) days before the expiration of the Term. The Fixed Rent payable for each month during the Renewal Term shall be the greater of (x) the Fixed Rent during the last year of the original term, or (y) one hundred percent (100%) of the prevailing fair market rental rate (the “Prevailing Rental Rate”) at the commencement of the Renewal Term, taking into consideration all relevant factors for renewals of space of equivalent quality, size, utility and location, with this Agreement (including, without limitationthe length of the Renewal Term, the timely payment credit standing of Tenant, any tenant inducements and all amounts due hereunder) the additional factors set forth below to be taken into account. 33.2. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the delivery renewal, except that: (i) Fixed Rent shall be adjusted to the greater of the Fixed Rent during the last year of the original Term or Prevailing Rental Rate; (ii) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (iii) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any Notice of Renewal allowances (e.g., moving allowance, construction allowance, and the commencement like) or other tenant inducements, which factors shall be taken into consideration in determining the Prevailing Rental Rate. 33.3. For the purposes of each then applicable Renewal Termdetermining the Prevailing Rental Rate, this Agreement may be renewed on the same terms and conditions hereoffollowing procedures shall apply: (i) Provided that VIASPACE Landlord shall have first satisfied give Tenant notice (the conditions for any such renewal as “Rent Notice”) not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord’s determination of the Prevailing Rental Rate (“Landlord’s Determination”); (ii) Tenant shall give Landlord notice (“Tenant’s Notice”), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord’s Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant’s Notice accepts Landlord’s Determination or Tenant fails or refuses to give Tenant’s Notice, Tenant shall be deemed to have accepted Landlord’s Determination. If Tenant’s Notice disputes Landlord’s Determination, Tenant’s Notice shall specify Tenant’s determination of the Prevailing Rental Rate (“Tenant’s Determination”) as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice (“Landlord’s Notice”), within twenty (20) days after delivery of Tenant’s Determination, of whether Landlord accepts or disputes Tenant’s Determination. If Landlord’s Notice accepts Tenant’s Determination or if Landlord fails or refuses to give Landlord’s Notice, Landlord shall be deemed to have accepted Tenant’s Determination. If Landlord’s Notice disputes Tenant’s Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant’s Notice, Landlord’s determination of the Prevailing Rental Rate (“Landlord’s Second Determination”), as determined by an independent real estate appraiser. If Landlord’s Second Determination exceeds Tenant’s Determination by ten percent (10%) or less, the Fixed Rent shall be the average of Landlord’s Second Determination and Tenant’s Determination. If Landlord’s Second Determination exceeds Tenant’s Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the “Third Appraiser”) in Exhibit “B” for each such applicable renewalaccordance with the then-prevailing rules, VIASPACE regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the option to renew Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the term date of this Agreement for four (4) consecutive designation of the Third Appraiser, choose either Landlord’s Second Determination or Tenant’s Determination, and subsequent termssuch choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, each being for a two (2) year period (for a total including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice experience in leasing and valuation of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior properties that are similar in character to the expiry Building in the same geographic market area. The appraisers shall not have the power to add to, modify or change any of the then current Initial Term provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or Conditional before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to Fixed Rent for the expiry of the then Renewal Term, an amount equal to Landlord’s Determination (or, if Landlord shall have given Landlord’s Second Determination, Landlord’s Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Agreement Lease. If, based upon the final determination hereunder of the Fixed Rent, the payments made by Tenant on account of Fixed Rent for such portion of the Renewal Term were greater than the Fixed Rent payable for the Renewal Term, the amount of such excess shall automatically renew be refunded by Landlord to Tenant within ten (10) business days following the final determination of Fixed Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing the Renewal Term, but no such amendment shall be necessary in order to make the provisions hereof effective. 33.4. Tenant’s rights hereunder shall terminate if (x) this Lease or Tenant’s right to possession of the Premises is terminated in accordance with terms of this Lease, (y) Tenant fails to timely exercise its option, time being of the essence with respect to Tenant’s exercise thereof, or (z) a Default exists at the time of exercise of the option or on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on date the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGwould commence.

Appears in 1 contract

Sources: Lease Agreement (Antares Pharma Inc)

Renewal Term. Subject to VIASPACE otherwise being Unless earlier terminated in full compliance accordance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Termprovisions of Section 10, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry upon expiration of the then Renewal Initial Term, this Agreement shall automatically renew on upon the same terms and conditions hereof for up to ten (10) consecutive two one (21) year periods thereafter without any further act on the part of either Party renewal terms (each, an “Evergreen a "Renewal Term"); , provided, however, that (a) Provider will have the right to revise the terms of compensation set forth in Exhibit C of this Agreement for each one year Renewal Term. Customer and Provider acknowledge and agree that Provider shall have the right to revise the compensation to receive all of Provider's costs, overhead, administrative fees and a reasonable profit margin to be determined by Provider; (b) Provider shall not have terminated this Agreement in accordance with its rights set forth in Section 10 of this Agreement or any other rights of termination hereunder; and With respect to the revision of compensation in Section 9.2(a), Provider will give Customer an amendment (the "Compensation Amendment") to this Agreement ready for execution setting forth the compensation revisions at least ninety (90) days prior to the effective date of such revision. The effective date of any Compensation Amendment shall be established by Provider, but in no event shall it be prior to the term expiration of the GTE TSI Proprietary and Confidential Information 10 Fleet-On-Track is a service and service mark ▇▇ GTE TSI 12 Term of this Agreement or any then applicable Renewal Term. If Customer does not execute the Compensation Amendment by the expiration of the Term or Renewal Term, the Services shall automatically be renewed placed on month-to-month status until such time as the Compensation Amendment is executed by Customer. Compensation for any month-to-month Services shall be the amounts and rates which are in effect as of the date of expiration of the Term or the applicable Renewal Term plus a ten percent (10%) special handling fee. To the extent Customer fails to execute the Compensation Amendment or the Parties have not entered into a new agreement for the succeeding Evergreen Renewal Term if Services and the Services have been provided on a month-to-month basis for twelve (12) months, Provider shall have the option to terminate the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least Services upon sixty (60) days prior advance written notice to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term Customer and Evergreen Renewal Term Customer shall be referred to as the “Renewal Terms”); provided, further, that in have no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Termsrenew, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGextend or otherwise continue this Agreement.

Appears in 1 contract

Sources: Services Agreement (Highwaymaster Communications Inc)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (includingSECTION 30.01. Lessee named herein, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option right, at its option, to renew the term of extend this Agreement for four (4) consecutive and subsequent terms, each being Lease for a two term (2"Renewal Term") year period of Five (for a total of ten (105) years from (to commence on the Effective Expiration Date assuming each renewal is elected)(each, a “Conditional Renewal Term”originally provided for herein and to end at noon on the Fifth (5th) anniversary of such Expiration Date originally provided for herein) by providing written giving Lessor notice of its such election to renew such term at any time but not less than Six (each, a “Renewal Notice”) to VGE at least three (36) months prior to the expiry Expiration Date originally provided for herein (time being of the then current Initial essence with respect thereto), and upon the giving of such notice this Lease thereupon shall, subject to the provisions of Section 30.02, be automatically extended for the Renewal Term or Conditional with the same force and effect as if the Renewal Term had been originally included in the Term, without the execution of any further instrument. SECTION 30.02. Any notice of election to exercise the option to extend as hereinbefore provided must be in writing and sent to Lessor as provided in Article 21. Neither the case may be; and (ii) Provided it delivers a Renewal Notice option granted to VGE at least three (3) months prior Lessee in this Article to extend the expiry of the then Renewal Term, nor the exercise of such option by Lessee, named herein shall prevent Lessor from exercising any option or right granted or reserved to Lessor in this Agreement Lease to terminate this Lease, and the effective exercise of any such right of termination by Lessor shall automatically renew on terminate any such renewal or extension and any right of Lessee to any such renewal or extension, whether or not Lessee shall have exercised any such option to extend the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act Term. Any such option or right on the part of either Party (each, an “Evergreen Lessor to terminate this Lease pursuant to the provisions hereof shall continue during any Renewal Term”); provided. SECTION 30.03. All of the terms, however, that in no event shall the term covenants and conditions of this Agreement be renewed Lease shall continue in full force and effect during the Renewal Term except that (i) the Fixed Rent for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred as provided in Section 30.04 (all other rent and charges payable by Lessee remaining unaffected), and (b) there shall be no further privilege of extension of this Lease beyond the Renewal Term. SECTION 30.04. During the Renewal Term, Lessee shall pay to Lessor annual Fixed Rent, at the same times and in the same manner as in the “Renewal Terms”Term originally provided for, as follows: A. During and in respect of the period from December 1, 2005 through November 30, 2006 (both dates inclusive), an amount equal to Fifty-Eight Thousand, Three Hundred and Ninety and 08/100 ($58,390.08) Dollars (inclusive of electric) payable in equal monthly installments of Four Thousand, Eight Hundred and Sixty-Five and 84/100 ($4,865.84) Dollars (inclusive of electric); providedand B. During and in respect of the period from December 1, further2006 through November 30, that in no event shall either Party have the right 2007 (both dates inclusive), an amount equal to deliver a Notice of Nonrenewal if Sixty Thousand, Eighteen and to the extent VIASPACE’s Net Sales exceed Five Million 00/100 ($60,018.00) Dollars (inclusive of electric) payable in equal monthly installments of Five Thousand, One and 50/100 ($5,000,0005,001.50) during the first applicable Evergreen Renewal Term; Eight Million Dollars (inclusive of electric); and C. During and in respect of the period from December 1, 2007 through November 30, 2008 (both dates inclusive), an amount equal to Sixty-One Thousand, Six Hundred and Ninety-Four and 76/100 ($8,000,00061,694.76) during the second applicable Evergreen Renewal Term and Ten Million Dollars (inclusive of electric) payable in equal monthly installments of Five Thousand, One Hundred and Forty-One and 23/100 ($10,000,0005,141.23) during Dollars (inclusive of electric). D. During and in respect of the third period from December 1, 2008 through November 30, 2009 (both dates inclusive), an amount equal to Sixty-Three Thousand, Four Hundred and subsequent Evergreen Renewal TermsTwenty-One and 80/100 ($63,421.80) Dollars (inclusive of electric) payable in equal monthly installments of Five Thousand, Two Hundred and Eighty-Five and 50/100 ($5,285.50) Dollars (inclusive of electric); and E. During and in respect of the period from December 1, 2009 through November 30, 2010 (both dates inclusive), an amount equal to the extent any such Notice Sixty-Five Thousand, Two Hundred and 68/100 ($65,200.68) Dollars (inclusive of Nonrenewal is delivered by VGEelectric) payable in equal monthly installments of Five Thousand, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization Four Hundred and Thirty-Three and 39/100 ($5,433.39) Dollars (inclusive of GKGelectric).

Appears in 1 contract

Sources: Lease Agreement (Mevc Draper Fisher Jurvetson Fund I Inc)

Renewal Term. Subject Section 39.1 Tenant shall have the option (the “Renewal Option”) to VIASPACE otherwise being extend the Term of this Lease for one (1) additional period of five (5) years (the “Renewal Term”), which Renewal Term shall commence on the date immediately succeeding the Fixed Expiration Date and end on the fifth (5th) anniversary of the Fixed Expiration Date provided that (a) this Lease shall not have been previously terminated, (b) Tenant shall occupy at least eighty percent (80%) of the Premises for the conduct of its business and (c) no Event of Default shall have occurred (x) on the date Tenant gives Landlord written notice (the “Renewal Notice”) of Tenant’s election to exercise such Renewal Option, and (y) on the Fixed Expiration Date. The Renewal option may be exercised with respect to the entire Premises only and shall be exercisable by Tenant delivering the Renewal Notice to Landlord at least twelve (12) months prior to the Fixed Expiration Date. Time is of the essence with respect to the giving of the applicable Renewal Notice. Upon the giving of the Renewal Notice, Tenant shall have no further right or option to extend or renew the Term. Section 39.2 If Tenant exercises the Renewal Option, the Renewal Term shall be upon the same terms, covenants and conditions as those contained in full compliance this Lease, except that (i) the Fixed Rent shall be deemed to mean the Fixed Rent as determined pursuant to Section 39.3, (ii) Tenant shall not be entitled to any further abatement or credit against the Fixed Rent pursuant to Article 1 herewith and (iii) Landlord will not be required to perform Landlord’s Work. Section 39.3 For the Renewal Term the Fixed Rent shall be determined as follows: (A) The Fixed Rent for the Premises for the Renewal Term shall be an amount equal to the annual fair market rental value of the Premises (the “Fair Market Rent”) on the first day of the Renewal Term (hereinafter referred to as the “Rental Value”). The Fair Market Rent shall be determined taking into account all relevant factors and as if the Premises were available in the then rental market for comparable first-class market buildings in midtown Manhattan and assuming that Landlord has had a reasonable time to locate a tenant who rents with the knowledge of the uses to which the Premises can be adapted, and that neither Landlord nor the prospective tenant is under any compulsion to rent, taking into account: (i) the fact that the Base Taxes and the Base Operating Expenses provided herein shall change as provided in Article 27 hereof for the purpose of calculating the escalation payments payable pursuant to Article 27 hereof, which payments shall continue to be made during the Renewal Term; (ii) the fact that as of the commencement of the Renewal Term, Tenant shall not be required to pay, in addition to the escalation payments presently provided for under this Agreement Lease, Tenant’s Share of such other escalation payments which Landlord is then charging tenants under other leases or offers for leases in the Building or in other buildings then owned by Landlord or its affiliates or under common management with the management company then managing the Building or of such other escalation payments which other landlords are then charging tenants under leases or offers for leases in other office buildings which are similar in character or location to the Building; (iii) the fact that Landlord shall not be obligated to perform any work including, without limitation, Landlord’s Work, in the timely payment of any and all amounts due hereunder) prior Premises to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on prepare the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may beTenant’s occupancy; and (iiiv) Provided it delivers a Renewal Notice the fact that Tenant shall not be entitled to VGE at least three any abatement or credit against the Fixed Rent. (3B) months prior to For purposes of determining the expiry Fair Market Rent, the following procedure shall apply: (1) the Fair Market Rent shall be determined by Landlord on the basis of the then Renewal Termhighest and best office use of the Premises assuming that the Premises are free and clear of all leases and tenancies (including this Lease), this Agreement shall automatically renew on and, at the same terms election of Landlord, that the Premises are occupied by one (1) tenant or are subdivided and conditions hereof for consecutive two occupied by more than one (1) tenant, whether improved or unimproved. (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event Landlord shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other give Tenant written notice of its intent to not so renew this Agreement (the “Notice of NonrenewalRent Notice”) at least sixty within one hundred twenty (60120) days prior to the end Fixed Expiration Date, which Rent Notice shall set forth Landlord’s determination of any the Fair Market Rent (“Landlord’s Determination”). If Landlord shall fail or refuse to give such Evergreen Renewal Term (notice as the case may be)(togetheraforesaid, the Conditional Renewal Term and Evergreen Renewal Term Rental Value shall be deemed to be the sum of (x) the Fixed Rent payable by Tenant on the Expiration Date and (y) the annualized Escalation Rent payable on the Expiration Date with respect to the applicable Tax Year or Operating Year occurring on the Expiration Date (the amounts set forth in clauses (x) and (y) are referred to as the “Renewal TermsLast Year Rental” then payable by Tenant on the Fixed Expiration Date. (3) If Landlord’s Determination exceeds the Last Year Rental payable by Tenant on the Expiration Date, then Tenant shall give Landlord written notice (“Tenant’s Notice”); provided, furtherwithin thirty (30) days after Tenant’s receipt of the Rent Notice, of whether Tenant accepts or disputes Landlord’s Determination. If Tenant in Tenant’s Notice accepts Landlord’s Determination or if Tenant fails or refuses to give Tenant’s Notice as aforesaid, Tenant shall be deemed to have accepted Landlord’s Determination for the Renewal Term in accordance with the terms of this Article. If Tenant in Tenant’s Notice disputes Landlord’s Determination, Tenant shall deliver to Landlord, within thirty (30) days after Tenant’s receipt of the Rent Notice, Tenant’s determination of the Fair Market Rent (“Tenant’s Determination”) as determined by an independent real estate appraiser (“Tenant’s Appraiser”), together with a copy of the appraisal prepared by Tenant’s Appraiser. (4) Landlord shall give Tenant written notice (“Landlord’s Notice”), within thirty (30) days after Landlord’s receipt of Tenant’s Determination, of whether Landlord accepts or disputes Tenant’s Determination. If Landlord in Landlord’s Notice accepts Tenant’s Determination or if Landlord fails or refuses to give Landlord’s Notice as aforesaid. Landlord shall be deemed to have accepted Tenant’s Determination. If Landlord in Landlord’s Notice disputes Tenant’s Determination, Landlord shall appoint an independent real estate appraiser (“Landlord’s Appraiser”). If within thirty (30) days after Tenant’s receipt of Landlord’s Notice in dispute, Landlord’s Appraiser and Tenant’s Appraiser shall mutually agree upon the determination (the “Mutual Determination”) of the Fair Market Rent, their determination shall be final and binding upon the parties. If Landlord’s Appraiser and Tenant’s Appraiser shall be unable to reach a Mutual Determination within said thirty (30) day period, both of the Appraisers shall jointly select a third independent real estate appraiser (“Third Appraiser”) whose fee shall be borne equally by Landlord and Tenant. In the event that Landlord’s Appraiser and Tenant’s Appraiser shall be unable to jointly agree on the designation of the Third Appraiser within five (5) days after they are requested to do so by either party, then the parties agree to allow the American Arbitration Association, or any successor organization to designate the Third Appraiser in no event accordance with the rules, regulations and/or procedures then obtaining of the American Arbitration Association or any successor organization. (5) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Party Landlord’s or Tenant’s Determination, and such choice by the Third Appraiser shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses if any, in connection with any arbitration under this Section, including the expenses and fees of any Appraiser selected by it in accordance with provisions of this Article. Any Appraiser appointed pursuant to this Article shall be an independent real estate appraiser with at least ten (10) years’ experience in leasing and valuation of properties which are similar in character to the Building, and a member of the American Institute of Appraisers of the National Association of Real Estate Boards and a member of the Society of Real Estate Appraisers. The Appraisers shall not have the right power to add to, modify or change any of the provisions of this Lease. (6) It is expressly understood that any determination of the Fair Market Rent pursuant to this Article shall be based on the criteria stated in Section 39.3 hereof. (C) After a determination has been made of the Rental Value for the Renewal Term, the parties shall execute and deliver a Notice to each other an instrument setting forth the Rental Value as hereinabove determined. (D) If the final determination of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during Rental Value shall not be made on or before the first applicable Evergreen day of the Renewal Term in accordance with the provisions of this Article, pending such final determination Tenant shall continue to pay, as the Fixed Rent for the Renewal Term; Eight Million Dollars , an amount equal to Landlord’s Determination ($8,000,000) during subject to escalation pursuant to Article 27 hereof). If, based upon the second applicable Evergreen final determination hereunder of the Rental Value, the payments made by Tenant on account of the Fixed Rent for such portion of the Renewal Term and Ten Million Dollars were ($10,000,000i) during less than the third and subsequent Evergreen Rental Value payable for the Renewal TermsTerm, and Tenant shall pay to Landlord the extent any amount of such Notice deficiency within ten (10) days after demand therefor or (ii) greater than the Rental Value payable for the Renewal Term, Landlord promptly shall refund to Tenant the amount of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGsuch excess.

Appears in 1 contract

Sources: Lease Agreement (National Financial Partners Corp)

Renewal Term. Section 39.1 (A) Subject to VIASPACE otherwise being in full compliance with this Agreement (includingthe provisions of Section 39.4 hereof, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option (each, an "Eight Year Space Renewal Option") to renew extend the term of this Agreement Lease with respect to the Eight Year Space for four (4) consecutive and subsequent terms, each being for a two additional periods of five (2) year period (for a total of ten (105) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “an "Eight Year Space Renewal Notice”Term"), each of which Eight Year Space Renewal Terms shall commence on the date immediately succeeding the eighth (8th) anniversary of the Commencement Date, or if the Commencement Date shall occur other than on the first day of the month, on the date immediately succeeding the last day of the month in which the eighth (8th) anniversary of the Commencement Date shall occur (the "Eight Year Space Expiration Date"; the period between the Commencement Date and the Eight Year Space Expiration Date being hereinafter 93 94 referred to VGE at least three (3as the "Eight Year Space Term") months prior to the expiry of or the then current Initial Term or Conditional Eight Year Space Renewal Term, as the case may be; and , and end on the fifth (ii5th) Provided it delivers anniversary of the expiration of the Eight Year Space Term or the then current Eight Year Space Renewal Term, as the case may be, provided that (a) this Lease shall not have been previously terminated, (b) no Event of Default shall have occurred and be continuing (x) on the date Tenant gives Landlord written notice (each, an "Eight Year Space Renewal Notice") of Tenant's election to exercise the Eight Year Space Renewal option, and (y) on the expiration of the Eight Year Space Term or the then current Eight Year Space Renewal Term, as the case may be, provided, however, that with respect to any Event of Default which may occur without Landlord being required to deliver to Tenant a notice of default (other than an Event of Default under Section 16.1(E) of this Lease) then, solely for the purposes of this Section 39.1, no such Event of Default shall be deemed to have occurred unless Landlord shall have delivered to Tenant a notice thereof and Tenant shall have failed or refused to cure the same within seven (7) Business Days after delivery of such notice, and (c) Tenant and its Affiliates shall occupy not less than eighty percent (80%) of the rentable area of the Eight Year Space on the date the applicable Eight Year Space Renewal Notice is given and on the first (1st) day of the applicable Eight Year Space Renewal Term. Each such Eight Year Space Renewal Option may be exercised only with respect to the entire Eight Year Space and shall be exercisable by Tenant delivering the applicable Eight Year Space Renewal Notice to VGE Landlord at least three eighteen (318) months prior to the expiry expiration of the Eight Year Space Term or the then applicable Eight Year Space Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, be. Time is of the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and essence with respect to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during giving of each Eight Year Space Renewal Notice. Upon the first applicable Evergreen giving of the Eight Year Space Renewal Notice with respect to the fourth Eight Year Space Renewal Term; Eight Million Dollars ($8,000,000) during , Tenant shall have no further right or option to extend or renew the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGTerm.

Appears in 1 contract

Sources: Lease Agreement (Mony Group Inc)

Renewal Term. Subject Tenant shall have the right to VIASPACE otherwise being renew the initial Term for all of the Leased Premises for two (2) renewal terms of three (3) years each (each a “Renewal Term”), the first such renewal term commencing on the day after the expiration of the initial Term (the “First Renewal Term Commencement Date”) and ending on the day immediately preceding the third (3rd) anniversary of the First Renewal Term Commencement Date and, if the first renewal right is properly exercised in full compliance accordance with this Agreement (including, without limitationLease, the timely payment second such renewal term commencing on the day after the expiration of the first Renewal Term (the “Second Renewal Term Commencement Date”) and ending on the day immediately preceding the third (3rd) anniversary of the Second Renewal Term Commencement Date, in each case, unless the applicable Renewal Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise. A Renewal Term shall commence only if (i) Tenant notifies Landlord in writing (the “Renewal Exercise Notice”) of Tenant’s exercise of such renewal right not earlier than twelve (12) full calendar months, and all amounts due hereundernot later than nine (9) full calendar months, prior to the delivery Expiration Date (or expiration of any the first Renewal Term with respect to the second renewal option) (the “Extension Deadline”), and, (ii) at the time of the exercise of such right and, at the option of Landlord, immediately prior to the applicable Renewal Term Commencement Date, no Event of Default under this Lease shall have occurred and be continuing hereunder. A Renewal Exercise Notice shall be irrevocable once delivered. Time is of the essence with respect to the giving of the Renewal Exercise Notice. Each Renewal Term shall be upon all of the agreements, terms, covenants and conditions of this Lease, except that (a) the Base Monthly Rent shall be determined as provided below and (b) if Tenant does not timely exercise the first renewal right, Tenant shall have no further right to renew or extend the Lease Term and if Tenant does timely exercise the first renewal right, after the expiration or sooner termination of the second Renewal Term, Tenant shall have no further right to renew or extend the Lease Term. Upon the commencement of each then a Renewal Term, (1) the Renewal Term shall be added to and become part of the Lease Term, (2) any reference to “this Lease”, to the “Lease Term”, the “term of this Lease” or any similar expression shall be deemed to include the applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry expiration of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as become the “Renewal Terms”); providedExpiration Date. Any termination, further, that in no event shall either Party have cancellation or surrender of the right to deliver a Notice any interest of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) Tenant under this Lease at any time during the first Lease Term shall automatically terminate the renewal rights set forth herein. The renewal rights contained herein shall be personal to Cortina Systems, Inc. (and not available to any assignee, or any sublessee or other transferee) and may be exercised only provided and on condition that Cortina Systems, Inc. has not assigned its interest in this Lease or sublet more than 33% of Leased Premises as of the date Tenant purports to give the Renewal Exercise Notice and, at the option of Landlord, upon commencement of the applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.

Appears in 1 contract

Sources: Office Lease (Cortina Systems Inc)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option right to renew the Term ------------ for all of the Premises for one (1) renewal term of this Agreement for four five (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (105) years from the Effective Date assuming each renewal is elected)(each, a “Conditional ("Renewal Term") by providing written notice which shall commence on the day following the expiration of its election the initial Term and end on the fifth (5th) anniversary of the originally-scheduled Expiration Date, unless the Renewal Term shall sooner terminate pursuant to renew any of the terms of this Lease or otherwise. The Renewal Term shall commence only if (a) Tenant shall have notified Landlord in writing of Tenant's exercise of such term renewal right (each, a “Renewal the "Exercise Notice") to VGE at least three not later than fourteen (314) months prior to the expiry Expiration Date, (b) at the time of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months exercise of such right and immediately prior to the expiry Expiration Date, no Event of Default shall have occurred and be continuing hereunder, and (c) Tenant and/or a Related Entity shall be in occupancy of at least sixty-six percent (66%) of the then Renewal Term, this Agreement shall automatically renew on rentable area of the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on Premises at the part time such Exercise Notice is given. Time is of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and essence with respect to the extent either Party delivers to giving of the other written notice of its intent to not so renew this Agreement (the “Exercise Notice of Nonrenewal”) at least sixty (60) days prior to the end Tenant's exercise of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen renewal option. The Renewal Term shall be referred to upon all of the agreements, terms, covenants and conditions hereof binding upon Tenant, except that the Fixed Rent (as the “Renewal Terms”); provided, further, that defined in Section 1.1) shall be determined as provided in Section 34.2 and Tenant shall have no event shall either Party have the further right to deliver a Notice renew the Term. Upon the commencement of Nonrenewal if the Renewal Term, (A) the Renewal Term shall be added to and become part of the Term (but shall not be considered part of the initial Term), (B) any reference to "this Lease", to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during "Term", the first applicable Evergreen "term of this Lease" or any similar expression shall be deemed to include the Renewal Term; Eight Million Dollars , and ($8,000,000C) during the second applicable Evergreen expiration of the Renewal Term and Ten Million Dollars ($10,000,000) during shall become the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGExpiration Date.

Appears in 1 contract

Sources: Lease (Portal Software Inc)

Renewal Term. Subject The originally named Tenant herein (the “Original Tenant”) shall have the right to VIASPACE otherwise being in full compliance with this Agreement renew the initial Term for all of the Premises for one (including, without limitation, 1) renewal term of three (3) years (the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed ”) commencing on the same day after the expiration of the initial Term (the “Renewal Term Commencement Date”) and ending on the day immediately preceding the third (3rd) anniversary of the Renewal Term Commencement Date, unless the Renewal Term shall sooner terminate pursuant to any of the terms and conditions hereof: of this Lease or otherwise. The Renewal Term shall commence only if (i) Provided that VIASPACE shall have first satisfied Tenant notifies Landlord in writing (the conditions for any “Exercise Notice”) of Tenant’s exercise of such renewal as set forth in Exhibit “B” for each such applicable renewalright not earlier than twelve (12) months, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of not later than ten (10) years from the Effective Date assuming each renewal is elected)(eachmonths, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal TermExpiration Date, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months the time of the exercise of such right and immediately prior to the expiry Renewal Term Commencement Date, no default under this Lease shall have occurred and be continuing hereunder, and (iii) Tenant exercises its renewal option, if at all, with respect to all of the then Renewal Term, this Agreement shall automatically renew on Premises. Time is of the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and essence with respect to the extent either Party delivers to giving of the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Exercise Notice. The Renewal Term shall be referred upon all of the agreements, terms, covenants and conditions of this Lease, except that (a) the Rent for the Renewal Term shall be determined as provided in Section 2.5(b) below, and (b) if Tenant exercises the renewal option set forth in this Section 2.5, then Tenant shall have no further right to as renew the Term unless otherwise agreed to in writing by Landlord and Tenant. Upon the commencement of the Renewal Term, (1) the Renewal Term shall be added to and become part of the Term, (2) any reference to “this Lease,” “the Term,” the “term of this Lease” or any similar expression shall be deemed to include the Renewal Terms”); providedTerm, furtherand (3) the expiration date of the Renewal Term shall become the Expiration Date. Any termination, that cancellation or surrender of the entire interest of Tenant under this Lease at any time during the Term shall automatically terminate the renewal right set forth in no event this Section 2.5. The rights contained in this Section 2.5 shall either Party have the right to deliver a Notice of Nonrenewal if and be personal to the extent VIASPACEOriginal Tenant and any Permitted Assignee (as defined in Section 13.8 below) and may only be exercised by the Original Tenant or a Permitted Assignee (and not any other assignee, sublessee or transferee of the Original Tenant’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license interest in those countries in which VIASPACE is engaged actively in the commercialization of GKGthis Lease).

Appears in 1 contract

Sources: Lease Agreement (E2open Inc)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option right, exercisable as hereinafter provided, to renew extend the term Term of this Agreement Lease for four (4) consecutive and subsequent terms, each being for a two successive periods of five (2) year period (for a total of ten (105) years from each (the Effective Date assuming each renewal is elected)(each, a Conditional First Renewal Term,” the “Second Renewal Term,” the “Third Renewal Term,” and the “Fourth Renewal Term,” and collectively the “Renewal Terms) ). Each such Renewal Term is hereby granted upon the same covenants, terms and conditions as those provided in this Lease for the Term, except for the payment of Base Rent, which shall be governed by providing Section 4.2 of this Lease. If Tenant desires to extend the Term of this Lease for any Renewal Term, it shall provide Landlord with written notice of its election to renew such term (each, a the “Renewal Notice”) to VGE at least three no later than the day which is twelve (312) months prior to the expiry expiration of the Term or the then current Initial Term or Conditional Renewal Term, as the case may be; and . If Tenant shall fail timely to provide the Renewal Notice, Landlord agrees to deliver to Tenant a written notice informing Tenant that it did not provide the Renewal Notice. After receipt of Landlord’s notice, Tenant shall have an additional fifteen (ii15) Provided it day period in which to deliver the Renewal Notice, and the Renewal Term shall then be considered to have been properly exercised if Tenant delivers a the Renewal Notice within such fifteen (15) day period. The Base Rent per annum applicable to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the amount indicated in Section 1.1(h) of this Lease. If the Term of this Lease is not extended for the First Renewal Terms”); providedTerm, further, that in Tenant shall have no event shall either Party have the right to deliver a Notice of Nonrenewal if and to extend the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Term hereof for any subsequent Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.

Appears in 1 contract

Sources: Lease Agreement (American Realty Capital Trust, Inc.)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Original Tenant shall have the option right to renew the initial Term for all of the Premises for one renewal term of this Agreement for four five (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (105) years from (the Effective Date assuming each renewal is elected)(each, a Conditional Renewal Term”) by providing written notice commencing on the day after the expiration of its election to renew such term the initial Term (each, a the “Renewal Term Commencement Date”) and ending on the day immediately preceding the fifth (5th) anniversary of the Renewal Term Commencement Date, unless the Renewal Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise. The Renewal Term shall commence only if (i) Tenant notifies Landlord in writing (the “Exercise Notice”) to VGE at least three of Tenant’s exercise of such renewal right not earlier than fifteen (315) months months, and not later than nine (9) months, prior to the expiry of the then current Initial Term or Conditional Renewal TermExpiration Date, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months the time of the exercise of such right and immediately prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if Commencement Date, no default under this Lease shall have occurred and to be continuing hereunder, (iii) Tenant occupies the extent either Party delivers to entire Premises at the other written notice of its intent to not so renew this Agreement (time the Exercise Notice of Nonrenewal”) at least sixty (60) days is given and immediately prior to the end of any such Evergreen Renewal Term Commencement Date, and (as iv) the case may be)(togetherOriginal Tenant exercises its renewal option, if at all, with respect to all of the Conditional Renewal Term and Evergreen Premises. Time is of the essence with respect to the giving of the Exercise Notice. The Renewal Term shall be referred upon all of the agreements, terms, covenants and conditions of this Lease, except that (a) the Rent for the Renewal Term shall be determined as provided in Section 2.5(b) below and (b) if Tenant exercises the renewal option set forth in this Section 2.5, then Tenant shall have no further right to as renew the Term unless otherwise agreed to in writing by Landlord and Tenant. Upon the commencement of the Renewal Term, (1) the Renewal Term shall be added to and become part of the Term, (2) any reference to “this Lease”, to the “Renewal TermsTerm); provided, further, that in no event the “term of this Lease” or any similar expression shall either Party have be deemed to include the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,0003) the expiration of the Renewal Term shall become the Expiration Date. Any termination, cancellation or surrender of the entire interest of Tenant under this Lease at any time during the third and subsequent Evergreen Renewal TermsTerm shall automatically terminate the renewal right set forth in this Section 2.5. The rights contained in this Section 2.5 shall be personal to Original Tenant, and to may only be exercised by the extent Original Tenant (and not any such Notice assignee, sublessee or other transferee of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license Original Tenant’s interest in those countries in which VIASPACE is engaged actively in the commercialization of GKGthis Lease).

Appears in 1 contract

Sources: Lease Agreement (Cereplast Inc)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option to renew the this Lease for one renewal term of this Agreement for four 5 years (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional "Renewal Term") by providing written notice which shall commence on the day following the expiration of its election the initial Term and end on the fifth anniversary of the Expiration Date, unless the Renewal Term shall sooner terminate pursuant to renew any of the terms of this Lease or otherwise. The Renewal Term shall commence only if (i) Tenant shall have notified Landlord in writing of Tenant's exercise of such term (each, a “Renewal Notice”) to VGE at least three (3) months renewal option not later than one year prior to the expiry of the then current Initial Term or Conditional Renewal TermExpiration Date, as the case may be; and and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months the time of the exercise and immediately prior to the expiry Expiration Date, no event of Default shall have occurred and be continuing hereunder. ________ of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and _______ with respect to the extent either Party delivers to giving of the other written notice of its intent to not so renew this Agreement (Tenant's exercise of the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen ______ renewal option. The Renewal Term shall be referred upon all of the agreements, terms, covenants and conditions hereof binding upon Tenant (but excluding any obligation of Landlord to make any contribution to, or perform any Alteration), except that the Fixed Rent (as defined in Section 1.1) shall be determined as provided in Section 37.2 and there shall be no further renewal right after the expiration of the Renewal Terms”Term. Upon the commencement of the Renewal Term, (A) the Renewal Term shall be added to and become part of the Term (but shall not be considered part of the initial Term); provided, further(B) any reference to "this Lease", that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during "Term", the first applicable Evergreen "term of this Lease" or any similar expression shall be deemed to include the Renewal Term; Eight Million Dollars , and ($8,000,000C) during the second applicable Evergreen expiration of the Renewal Term and Ten Million Dollars ($10,000,000) during shall become the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGExpiration Date.

Appears in 1 contract

Sources: Lease (Kasper a S L LTD)

Renewal Term. Subject (a) Coincident with the exercise by the Lessee of its option during the Base Term or a Renewal Term then in effect to VIASPACE otherwise being renew the Lease for a new Renewal Term pursuant to Section 2.4 of the Lease: (i) Lessee may, at Lessee's expense and by written request to the Lessor and the Administrative Agent not earlier than nine (9) months nor later than six (6) months prior to the Maturity Date then in full compliance with this Agreement (includingeffect, without limitationarrange or request Administrative Agent to solicit bids from Participants to permit Lessee to extend the Operative Documents for another Renewal Term, and concomitantly to extend the timely payment of Final Maturity Date to the new Renewal Term Expiration Date, which shall be the date that is two years after the Maturity Date then in effect; Lessee may, in its sole discretion, accept or reject any and all amounts due hereunderoffers from one or more Participants and in its sole discretion, Lessee may elect, with the consent of the Administrative Agent, which consent shall not be unreasonably withheld, to replace (in accordance with SECTION 2.8(b)) prior any Participant that does not submit an offer to extend or whose offer is not acceptable to Lessee (in each case, a "NON-CONSENTING PARTICIPANT"); and (ii) on or before the delivery expiration of any Notice of the Base Term or the Renewal Term then in effect, Lessee, Administrative Agent, Lessor and continuing or new Lenders shall enter into appropriate documentation (including an amendment to this Agreement and the commencement Loan Agreement to reflect the agreed-upon economic terms) to effect such renewal of each then applicable the Lease and the other Operative Documents for such Renewal Term, this Agreement may and concomitantly to extend the Final Maturity Date to the new Renewal Term Expiration Date. Such renewal of the Lease and concomitant extension of the Final Maturity Date shall be renewed on effective for such Participants approving the same terms extension if the Required Entities agree to and conditions hereof: (i) Provided that VIASPACE shall have first satisfied approve such extension. None of the conditions for Lenders or the Lessor is in any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have way obligated to bid or offer to participate under the option to renew the term Lease or to otherwise remain subject to the Operative Documents after the expiration of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total the Base Term or after expiration of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional any Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.

Appears in 1 contract

Sources: Participation Agreement (Reebok International LTD)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any The Original Tenant and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal TermPermitted Transferee Assignee, as the case may be; and , shall have the right to renew the initial Term for all of the Premises for one renewal term of five (5) years (the “Renewal Term”) commencing on the day after the expiration of the initial Term (the “Renewal Term Commencement Date”) and ending on the day immediately preceding the fifth (5th) anniversary of the Renewal Term Commencement Date, unless the Renewal Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise. The Renewal Term shall commence only if (i) Tenant notifies Landlord in writing (the “Exercise Notice”) of Tenant’s exercise of such renewal right not earlier than fourteen (14) months, and not later than nine (9) months, prior to the Expiration Date, (ii) Provided it delivers a at the time of the exercise of such right and immediately prior to the Renewal Term Commencement Date, no default by Tenant under this Lease shall have occurred and be continuing hereunder, (iii) Tenant occupies the entire Premises at the time the Exercise Notice is given and immediately prior to VGE the Renewal Term Commencement Date, and (iv) Tenant exercises its renewal option, if at least three all, with respect to all of the Premises. Time is of the essence with respect to the giving of the Exercise Notice. The Renewal Term shall be upon all of the agreements, terms, covenants and conditions of this Lease, except that (a) the Rent for the Renewal Term shall be determined as provided in Section 2.5(b) below and (b) if Tenant exercises the renewal option set forth in this Section 2.5, then Tenant shall have no further right to renew the Term unless otherwise agreed to in writing by Landlord and Tenant. Upon the commencement of the Renewal Term, (1) the Renewal Term shall be added to and become part of the Term, (2) any reference to “this Lease”, to the “Term”, the “term of this Lease” or any similar expression shall be deemed to include the Renewal Term and (3) months prior to the expiry expiration date of the then Renewal TermTerm shall become the Expiration Date. Any termination, cancellation or surrender of the entire interest of Tenant under this Agreement Lease at any time during the Term shall automatically renew on terminate the same terms renewal right set forth in this Section 2.5. The rights contained in this Section 2.5 shall be personal to Original Tenant and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (eacha Permitted Transferee Assignee, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(togetherbe, the Conditional Renewal Term and Evergreen Renewal Term shall may only be referred to exercised by Original Tenant or a Permitted Transferee Assignee, as the “Renewal Terms”case may be (and not any other assignee, or any sublessee or other transferee of Original Tenant’s interest in this Lease); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.

Appears in 1 contract

Sources: Lease (Catasys, Inc.)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, Upon expiration of the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Initial Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement will automatically renew for up to twenty-four (424) consecutive and subsequent terms, each being for a two (2) year period (for a total additional successive months unless either ABS or Elegance provides written Notice of ten (10) years from non-renewal at least 60 days prior to the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice end of its election to renew such the then-current term (each, a “Renewal NoticeTerm” and together with the Initial Term, the “Term) to VGE at least three (3) months prior ), unless any Renewal Term is earlier terminated pursuant to the expiry terms of this Agreement or applicable Law. If the then current Initial Term or Conditional any Renewal Term is renewed for any Renewal Term(s) pursuant to this Section 4.2, the terms and conditions of this Agreement during each such Renewal Term will be the same as the terms in effect immediately prior to such renewal. In the event either Party provides timely Notice of its intent not to renew this Agreement, then, unless earlier terminated in accordance with its terms, this Agreement terminates on the expiration of the Initial Term or then-current Renewal Term, as applicable. 03/29/2021 (Elegance Brands, Inc.) Source The employment of Executive hereunder shall be for a term commencing on January 1, 2019 and expiring on December 31, 2019 (“Initial Term”). Upon the case may be; and expiration of the Initial Term, the term of such employment automatically shall be renewed for an additional term of one year commencing on January 1st and expiring on the succeeding December 31st (iia “Renewal Term”) Provided it delivers a Renewal Notice unless Executive or the Company shall give notice of the termination of Executive's employment and this Agreement by written notice to VGE at least three (3) months the other more than 90 days prior to the expiry date of expiration of the then Initial Term or any Renewal Term. In the event that such notice of termination shall be given timely, subject to any accrued rights of Executive to compensation, including without limitation pursuant to the provisions of paragraph 4 hereof, this Agreement shall automatically renew terminate on the date of expiration of such Initial Term or Renewal Term. 03/29/2019 (RELIV INTERNATIONAL INC) Source option under the Over-Lease that would extend the term of the Over-Lease to at least encompass the Renewal Term. Accordingly, within 90 days following the date on which Landlord receives a timely Renewal Exercise Notice, Landlord shall notify Tenant in writing as to whether the term of the Over-Lease (as the same may have been extended) expires on or after the expiration of the applicable Renewal Term or, in the alternative, whether no Over-Lease is then in effect. If ▇▇▇▇▇▇▇▇’s notice confirms that the term of the Over- Lease (as the same may have been extended) expires on or after the expiration of the applicable Renewal Term or, in the alternative, that no Over-Lease is then in effect, such notice shall be deemed a “Renewal Acceptance Notice”. If Landlord’s notice indicates that this Lease is subject to an Over-Lease and the term of such Over-Lease has not been extended and will expire prior to the expiration of the applicable Renewal Term, such notice shall be deemed a “Renewal Rejection Notice”. If Landlord fails to deliver to Tenant either a timely Renewal Acceptance Notice or Renewal Rejection Notice within said 90-day time period, Landlord shall, for purposes hereof, be deemed to have delivered to Tenant a timely Renewal Rejection Notice. In the event that Landlord delivers (or is deemed to have delivered) a Renewal Rejection Notice hereunder, ▇▇▇▇▇▇’s Renewal Option shall be null and void and of no force and effect. If Tenant fails to timely exercise its first Renewal Option or if such Renewal Option is deemed null and void as set forth above, Tenant’s second Renewal Option shall likewise be null and void and of no further force and effect. Notwithstanding anything to the contrary, ▇▇▇▇▇▇’s delivery of a timely Renewal Exercise Notice shall not obligate Landlord to extend the term of any Over-Lease to encompass the applicable Renewal Term then being exercised by Tenant. 01/21/2020 (▇▇▇▇▇▇▇▇ Consumer Products Inc.) Source i. If (A)Tenant shall exercise a Renewal Option and (B)Landlord shall deliver a Renewal Acceptance Notice, the Base Rent per rentable square foot for the Premises for such Renewal Term shall be equal to the Prevailing Market (hereinafter defined) rate per rentable square foot for the Premises. Base Rent during such Renewal Term shall increase, if at all, in accordance with the increases assumed in the determination of the Prevailing Market rate. Notwithstanding the foregoing or anything else to the contrary, the annual Base Rent due and payable at the commencement of each Renewal Term shall not be less than the annual Base Rent in effect immediately prior to such Renewal Term. Base Rent during any Renewal Term shall continue to be payable in monthly installments in accordance with the terms and conditions hereof for consecutive two of this Lease. Notwithstanding the foregoing or anything else in this Lease to the contrary, in the event this Lease is subject to an Over-Lease, the Base Rent rate per leasable square foot of the Premises during each Renewal Term will under no circumstance be any less than the Base Rent rate per leasable square foot payable by Landlord under the Over-Lease during the same period. 01/21/2020 (2▇▇▇▇▇▇▇▇ Consumer Products Inc.) year periods thereafter without any further act on Source Renewal Term Termination Notice”). If such Month-to-Month Renewal Term Termination Notice is given by either party, the part Lessee shall be deemed to have elected the Return Option at the end of either Party (each, an “Evergreen such Month-to-Month Renewal Term”); provided. If the Equipment is not then in good repair, howevercondition and working order, that ordinary wear and tear excepted, or has not been maintained in no event accordance with Section6 hereof, Lessee shall promptly reimburse Lessor for all reasonable costs incurred to restore the term Equipment to such condition. If, at the end of this Agreement be renewed for the succeeding Evergreen Renewal Term if Lease Term, ▇▇▇▇▇▇ has elected the Return Option and any Project Document with respect to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least relevant Equipment is no longer in full force and effect, then Lessee shall, within sixty (60) days of the end of the Lease Term, at Lessee’s expense, (i)reimburse Lessor for the costs to restore the Equipment as provided above and (ii)remove all of the Equipment from the relevant Site, repair any damage to the relevant location caused by such removal so the Site is restored to its original condition at the time the Equipment was installed, pack the Equipment into appropriate shipping containers, insure the shipment for the fair market value of the Equipment at such time, and cause the Equipment to be delivered to such location within the United States as Lessor may specify. If, at the end of the Lease Term, ▇▇▇▇▇▇ has elected the Return Option and any Project Document with respect to the relevant Equipment is in full force and effect, then Lessee shall assign such Project Document to Lessor or Lessor’s designee. 11/21/2016 (PLUG POWER INC) Source of such Renewal Term and shall be set forth in a schedule to be mutually agreed by ▇▇▇▇▇▇ and Lessee prior to the end commencement of any such Evergreen Renewal Term (as Term. If Lessor and Lessee cannot agree on the case may be)(togetherfair market sales value, the Conditional Renewal Term and Evergreen Renewal Term such amount shall be referred to as determined by the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal TermsAppraisal Procedure, and to the extent any such Notice fees and expenses of Nonrenewal is delivered the appraiser or panel of appraisers shall be shared equally by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.Lessor and ▇▇▇▇▇▇. 11/21/2016 (PLUG POWER INC) Source (b)

Appears in 1 contract

Sources: Lease Agreement

Renewal Term. Subject Provided Tenant is not in default or breach under the Lease at the time the option to VIASPACE otherwise being in full compliance with this Agreement renew described below (including, without limitation, the timely payment of any and all amounts due hereunder"Renewal Option") prior to the delivery of any Notice of Renewal and is exercised or at the commencement of each then applicable the Renewal Term (as hereinafter defined), Tenant shall have one (1) option to extend the Term of the Lease for a period of five (5) years (the "Renewal Term"), this Agreement may be renewed commencing on the first day following the last day of the initial Term and upon the same terms and conditions hereof: as are contained in the Lease, except as hereinafter provided. If Tenant timely and properly exercises the Renewal Option, monthly Base Rent for the Renewal Term shall be as follows: Renewal Term (iMonths) Provided that VIASPACE Monthly Base Rent 1 - 12 $20,36122 13-24 $20,972.05 25-36 $21,601.22 37-48 $22,249.25 49-60 $22,916.73 Tenant shall have first satisfied no further or additional right to extend the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Term of the Lease. Landlord shall have no obligation to make any improvements, decorations, repairs, alterations or additions to the option Premises as a condition to renew Tenant's obligation to pay monthly Base Rent, Additional Rent and any and all other amounts owing under the term of this Agreement Lease for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) . The Renewal Option shall be exercised, if at all, by providing written notice of its election to renew such term Landlord given no later than six (each, a “Renewal Notice”) to VGE at least three (36) months prior to the expiry last day of the then current Initial Term or Conditional initial Tenn. If Tenant fails to timely exercise the Renewal TermOption, as Tenant shall conclusively be deemed to have waived the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to Option and the expiry Lease shall terminate on the last day of the then initial Term. In the event of any assignment or sublease by Tenant (whether in accordance with the terms of the Lease or otherwise), the Renewal Term, this Agreement Option shall automatically renew on the same terms be null and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (eachvoid, an “Evergreen Renewal Term”); providedunless Landlord first provides its written consent otherwise, however, that in no event shall the term of this Agreement which consent may not be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.unreasonably withheld 5. Base Rent Total Monthly Gross Rent 5.1

Appears in 1 contract

Sources: Lease Agreement (Value Line Inc)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (includingAt the option of Licensee, without limitationLicensee may, the timely payment of any and all amounts due hereunder) prior subject to the delivery terms contained herein, extend the Initial Term for one (1) additional term of any Notice five (5) Operating Years (the “Renewal Term”) if, and only if: (i) Licensee is not in default at the time of Renewal and exercising the option to extend the Initial Term or at the commencement of each then applicable the Renewal Term; (ii) Licensee properly and timely exercises its right to extend the Initial Term within the time period provided herein (WITH TIME BEING OF THE ESSENCE), this Agreement may and (iii) the annual Gross Revenues for the fifth (5th) Operating Year of the Initial Term exceed Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000.00) (the “Renewal Base”). The Renewal Term will be renewed on upon the same terms terms, conditions and conditions hereof: charges (iincluding the Concession Fees) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement except for four (4the Minimum Annual Fees which shall be adjusted as provided in Section 5(c) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from below. Licensee may exercise its right to extend the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) Initial Term by providing giving written notice of its election such intention to renew such term UCDP no earlier than nine (each, a “Renewal Notice”9) months and no later than three (3) months prior to VGE the end of the Initial Term. If Licensee fails to timely deliver written notice to UCDP at least three (3) months prior to the expiry expiration of the then current Initial Term, Licensee’s right to extend the Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry will be null and void and of the then Renewal Term, no further effect and this Agreement shall automatically renew on terminate at the same terms expiration of the Initial Term. If Licensee exercises its right to extend the Initial Term as provided herein and conditions hereof Gross Revenues for consecutive two the fifth (25th) year periods thereafter without any further act on Operating Year of the part of either Party (eachInitial Term do not exceed the Renewal Base, an “Evergreen Renewal Term”); provided, however, that in no event shall then the term Term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement shall expire thirty (the “Notice of Nonrenewal”) at least sixty (6030) days prior to after the end expiration of any such Evergreen Renewal Term (as the case may be)(together, fifth Operating Year of the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Initial Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.

Appears in 1 contract

Sources: License Agreement (Propell Corporation.)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: Provided that (i) Provided that VIASPACE this Lease is in full force and effect as of the date of the Renewal Notice (as such term is hereinafter defined), (ii) at the time of exercise of this option or at the time of commencement of the Renewal Term (as defined herein) Tenant shall not be in Default of this Lease, and (iii) Tenant shall physically occupy one hundred percent (100%) of the initial Premises, the Tenant named in this Lease shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the one option to renew extend the Term of this Lease for an additional term of this Agreement for four one (4) consecutive and subsequent terms, each being for a two (21) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a Conditional Renewal Term”) commencing on the day after the Lease Expiration Date. Tenant’s option with respect to the Renewal Term shall be exercisable by providing written notice of its election to renew such term (each, a the “Renewal Notice”) to VGE at least three Landlord given not later than twelve (312) months prior to the expiry Lease Expiration Date (i.e. no later than December 31, 2014). The Renewal Term shall constitute an extension of the then current Initial initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement Lease and shall automatically renew on be upon all of the same terms and conditions hereof as the initial Term, except that (i) there shall be no further option to renew the Term of this Lease, (ii) Landlord shall not be required to furnish any materials or perform any work to prepare the Premises for consecutive Tenant’s occupancy and Landlord shall not be required to make any tenant allowance or reimburse Tenant for any Alterations made or to be made by Tenant, or grant to Tenant any rent concession, (iii) the Base Rent for the Renewal Term shall be as follows: Renewal Term Base RentPer Square FootPer Annum Base RentPer Annum MonthlyBase Rent (iv) Tenant shall not be obligated to pay Base Rent for the first two (2) year periods thereafter without any further act on months of the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as i.e. 1/1/2016 – 2/29/2016), and (v) Landlord shall grant to Tenant an additional “rent credit” with respect to the case may be)(together, third installment of Monthly Base Rent to be paid during the Conditional Renewal Term in the amount of Fifty-Two Thousand Sixteen and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million 67/100 Dollars ($5,000,00052,016.67) during the so that Tenant’s first applicable Evergreen Renewal Term; Eight Million Dollars installment of Monthly Base Rent shall be reduced to Five Thousand and 00/100 ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG5,000.00).

Appears in 1 contract

Sources: Lease Agreement (MCG Capital Corp)

Renewal Term. Subject to VIASPACE otherwise being Provided (i) Sublessee is not in full compliance with default under the terms of this Agreement Sublease for more than five (including, without limitation, the timely payment of any and all amounts due hereunder5) prior to the days after Sublessor's delivery of any Notice of Renewal and written notice thereof to Sublessee at the time this renewal is exercised or at the commencement of each the Renewal Term (as defined below), (ii) Sublessee is occupying at least ninety percent (90%) of the Sublet Space, including any Available Space, (iii) Sublessor has not given more than two (2) notices of default in any twelve (12) month period for nonpayment of monetary obligations, (iv) the Master Lease is then applicable Renewal Termin full force and effect, this Agreement may be renewed on and (v) Sublessee's then-existing financial condition is at least as favorable as Sublessee's financial condition as of the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth Commencement Date, in Exhibit “B” for each such applicable renewalSublessor's sole discretion, VIASPACE Sublessee shall have the option to renew this Sublease for either (and not both) (A) one (1) period of one (1) year, or (B) a term equal to the remaining portion of the term of this Agreement for four the Master Lease (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(eacheither, a “Conditional "Renewal Term"). The Renewal Term shall be on all the terms and conditions of this Sublease, except that (a) Base Rent for the Renewal Term shall be ninety-five percent (95%) of the then- existing Market Rent (as defined below), and (b) after Sublessee's exercise of the Renewal Term, Sublessee shall have no further rights to any renewal of the Term of this Sublease. Sublessee must exercise its option to renew this Sublease by providing giving Sublessor written notice (an "Extension Notice") of its election to renew such term do so no later than one hundred twenty (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60120) days prior to the end of any such Evergreen the initial Term. Any notice not given in a timely manner shall be void; and Sublessee shall be deemed to have waived its renewal rights. The Renewal Term (as the case may be)(together, the Conditional Renewal Term set forth herein is personal to Sublessee and Evergreen Renewal Term any Affiliate thereof and shall not be referred to as the “Renewal Terms”); provided, further, that included in no event shall either Party have the right to deliver a Notice any assignment of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGthis Sublease.

Appears in 1 contract

Sources: Sublease Agreement (Nvidia Corp/Ca)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option right to renew the Term for all of the Premises only for one (1) renewal term of this Agreement for four 5 (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10five) years from (the Effective Date assuming each renewal is elected)(each, a Conditional Renewal Term”) by providing written notice commencing on the day after the expiration of its election to renew such term the initial Term (each, a the “Renewal Term Commencement Date”) and ending on the day last day of the calendar month immediately preceding the fifth anniversary of the Renewal Term Commencement Date, unless the Renewal Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise. The Renewal Term shall commence only if (a) Tenant notifies Landlord (the “Exercise Notice”) to VGE at least three of Tenant’s exercise of such renewal right not later than fifteen (315) months prior to the expiry Expiration Date, (b) at the time of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months exercise of such right and immediately prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if Commencement Date, no Event of Default shall have occurred and to be continuing hereunder, and (c) Tenant named herein and/or an assignee permitted under Section 13.8(a) without Landlord’s consent thereof occupy at least two full contiguous floors in the extent either Party delivers to the other written notice of its intent to not so renew this Agreement Building (the “Notice of NonrenewalOccupancy Threshold”) at least sixty (60) days prior the time the Exercise Notice is given. Time is of the essence with respect to the end giving of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Exercise Notice. The Renewal Term shall be referred upon all of the agreements, terms, covenants and conditions of this Lease, except that (x) the Fixed Rent shall be determined as provided in Section 31.2, (y) Tenant shall have no further right to as renew the Term, and (z) the Base Tax Year shall be the Tax Year commencing on the July 1st of the calendar year in which the Renewal Term Commencement Date occurs and (z) the Base Expense Year shall be the calendar year in which the Renewal term Commencement Date occurs. Upon the commencement of the Renewal Term, (1) the Renewal Term shall be added to and become part of the Term, (2) any reference to “this Lease”, to the “Term”, the “term of this Lease” or any similar expression shall be deemed to include the Renewal Terms”); providedTerm, furtherand (3) the expiration of the Renewal Term shall become the Expiration Date. Any termination, that in no event shall either Party have cancellation or surrender of the right to deliver a Notice entire interest of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) Tenant under this Lease at any time during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent shall terminate any such Notice right of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization renewal of GKGTenant hereunder.

Appears in 1 contract

Sources: Lease Agreement (2U, Inc.)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (ia) Provided that VIASPACE no Event of Default shall have first satisfied the conditions occurred and be continuing, this Lease shall automatically extend for any two renewal terms of five years each (each such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) unless Tenant elects, by providing written notice of its election Notice to renew such term (each, a “Renewal Notice”) to VGE at least three (3) Landlord no later than 30 months prior to the expiry scheduled expiration of the Term of this Lease or the previous Renewal Term, as applicable, to terminate this Lease upon the expiration of the then current Initial Term. Any such Notice to terminate shall, if given, be irrevocable, but Tenant’s failure to terminate shall not preclude Landlord from exercising any of its rights to terminate this Lease in accordance with the terms hereof. (a) Each Renewal Term shall commence on the day succeeding the expiration of the Fixed Term or Conditional the preceding Renewal Term, as the case may be; and (ii. All of the terms, covenants, and provisions of this Lease shall apply to each such Renewal Term. Tenant shall have no right to extend the Term beyond the expiration of the last Renewal Term. If Tenant does not give Notice that it elects to terminate this Lease in accordance with this Section 2.4, then this Lease shall automatically renew at the end of the Term then in effect as provided in Section 2.4(a), and such renewal term shall be upon all of the terms and conditions set forth in this Lease except that the Minimum Rent and Percentage Rent may be adjusted to reflect fair market value, terms and conditions at the commencement of such renewal term, as mutually determined by Landlord and Tenant, after which Landlord shall update Exhibit A and Exhibit C of this Lease pursuant to Section 3.1(f) Provided it delivers hereof. Any such adjustment to Minimum Rent and Percentage Rent shall be effective as of the commencement of such Renewal Term. As of the date hereof, Landlord and Tenant hereby confirm that Tenant did not deliver a Renewal Notice to VGE of termination at least three (3) 30 months prior to the expiry scheduled expiration of the then Fixed Term, and so this Lease will automatically renew upon expiration of the Fixed Term for the first Renewal Term of five years, commencing on November 1, 2018, and there shall be one remaining Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.

Appears in 1 contract

Sources: Lease Agreement (ESH Hospitality, Inc.)

Renewal Term. Subject Franchisee shall have an option to VIASPACE otherwise being renew the franchise for 2 successive terms, each for an additional 5 years (each 5 year period is a "Renewal Term" or and successively the "First Renewal Term" and "Second Renewal Term" and each option to renew is referred to as a "Renewal Option"). To exercise each Renewal Option, Franchisee must comply with the following conditions: 1. Franchisee must give Company written notice of Franchisee's election to renew (the "Renewal Notice") at least 9 Calendar Months, but not more than 12 Calendar Months, before the end of the Term or the First Renewal Term, as applicable. The first Renewal Term shall begin on the day immediately following the expiration of the Term and the second Renewal Term shall begin on the day immediately following the expiration of the first Renewal Term The Renewal Option for the second Renewal Term shall be cancelled if Franchisee does not timely and effectively exercise the Renewal Option for the first Renewal Term. 2. Company must be granting new franchises Southern Hospitality Restaurant in full compliance with the United States at the time when Franchisee is permitted to exercise each Renewal Option. 3. Each Renewal Notice must each be accompanied by a non-refundable renewal fee equal to 25% of the Initial Franchise Fee that Company is then charging for a new franchise awarding the right to operate one Southern Hospitality Restaurant in the state in the United States where the Franchised Business is located. 4. Franchisee must not be in default under this Agreement or any successor Franchise Agreement at the time Franchisee gives the Renewal Notice or on the first day of the applicable Renewal Term. Further, Franchisee must not have received more than 3 notices of default during any 24-Calendar Month period during the Term or the first Renewal Term, as applicable, whether or not the notices relate to the same or to different defaults, and whether or not the defaults have each been timely cured by Franchisee. 5. To exercise each Renewal Option, Franchisee shall execute Company's then-current form of Franchise Agreement for a 5-year .term, which Franchise Agreement shall supersede this Agreement or any successor Franchise Agreement in all respects except as follows: (i) Franchisee shall have not have the renewal rights stated in the new Franchise Agreement, but shall instead have the Renewal Options set forth in this Agreement; (ii) Franchisee shall not be required to pay the Initial Franchise Fee stated in the new Franchise Agreement, but instead shall pay the renewal fee stated in this Agreement; and (iii) Franchisee shall not be required to participate in the Initial Training Program described in the new Franchise Agreement intended for new franchisees. Franchisee understands that each new Franchise Agreement may be materially different than this Agreement, including, without limitation, requiring payment of additional or different fees to Company. 6. Franchisee shall satisfy Company's then-current training requirements, if any, for renewing franchisees. 7. Franchisee shall satisfy Company's then-current appearance, trade dress elements, design standards, equipment and leasehold improvement specifications that apply to new Southern Hospitality Restaurants, including (without limitation) conforming the timely payment Franchised Business to Company's then-current design, appearance, trade dress elements and imaging requirements; signs; equipment, furnishings and fixtures; and accounting and recordkeepi ng systems. 8. Franchisee shall execute and deliver a general release, in form satisfactory to Company, of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal claims against Company, Company's Affiliates and the commencement of each then applicable Renewal Termtheir respective officers, this Agreement may be renewed on the same terms directors, shareholders, employees and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGagents.

Appears in 1 contract

Sources: Franchise Agreement (Bourbon Brothers Holding Corp)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option right to renew the term Term for all of this Agreement the Premises for four (4) consecutive and subsequent terms, each being for a two (2) year period successive renewal terms (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(eacheach, a “Conditional Renewal Term;” the “First Renewal Term” and the “Second Renewal Term”, respectively) of five (5) years each, by providing written notice of its election to renew such term (each, a “Renewal Notice”) delivered to VGE at least three Landlord not less than eighteen (318) months prior to the expiry Expiration Date or the expiration of the then current Initial Term or Conditional First Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry applicable, time being of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”)essence; provided, however, that (x) no Event of Default shall remain outstanding either on the date such Renewal Notice is given or on the respective Renewal Term Commencement Date (as hereinafter defined, and (y) the One ▇▇▇▇▇▇▇ Park Lease is and remains in no event shall full force and effect, and concurrently therewith, Tenant renews the term of the One ▇▇▇▇▇▇▇ Park Lease. Upon the giving of each such Renewal Notice, the Term of this Agreement Lease shall be renewed extended for the succeeding Evergreen respective Renewal Term with the same force and effect as if and to such Renewal Term had originally been included in the extent either Party delivers to the other written notice of its intent to not so renew this Agreement Term. The First Renewal Term shall commence on January 1, 2024 (the “Notice of NonrenewalFirst Renewal Term Commencement Date”) at least sixty and shall expire on December 31, 2029, or such earlier date as this Lease may terminate pursuant to any of the terms and conditions of this Lease. The Second Renewal Term shall commence on January 1, 2030 (60) days prior the “Second Renewal Term Commencement Date”), and shall expire on December 31, 2034, or such earlier date as this Lease may terminate pursuant to any of the terms and conditions of this Lease. Time is of the essence with respect to the end giving of any such Evergreen each Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Notice. Each Renewal Term shall be referred upon all of the agreements, terms, covenants and conditions of this Lease, except that (w) the Fixed Rent shall be determined as provided in Section 28.2, (x) after the exercise of the option with respect to as the Second Renewal Term, Tenant shall have no further right to renew the Term, (y) the Base Tax Year shall be the Tax Year commencing on the July 1st prior to the applicable Renewal Term Commencement Date, and (z) the Base Expense Year shall be the Comparison Year ending on the December 31st immediately preceding the respective Renewal Term Commencement Date. Upon the commencement of each respective Renewal Term, (A) the respective Renewal Term shall be added to and become part of the Term, (B) any reference in this Lease to the “Term”, the “term of this Lease” or any similar expression shall be deemed to include the respective Renewal Terms”); providedTerm, furtherand (C) the expiration of the respective Renewal Term shall become the Expiration Date. Any termination, that in no event shall either Party have cancellation or surrender of the right to deliver a Notice entire interest of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) Tenant under this Lease at any time during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during Term shall terminate the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice foregoing rights of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization renewal of GKGTenant hereunder.

Appears in 1 contract

Sources: Lease Agreement (Pegasystems Inc)

Renewal Term. Subject Lessee shall have an option to VIASPACE otherwise being in full compliance with extend the Initial Term of this Agreement Lease for up to three (including, without limitation, the timely payment 3) additional renewal terms of any and all amounts due hereunderseven (7) prior years each (each of such additional seven-year terms are referred to the delivery of any Notice of Renewal and the commencement of each then applicable as a “Renewal Term”), this Agreement may be renewed on but only in the same manner and upon the terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit this Lease, The Initial Term of this Lease and all Renewal Terms for which this Lease is actually extended by Lessee are collectively referred to as the BTermfor each such applicable renewal, VIASPACE shall have the option to renew or “Terms” of this Lease. Lessee may extend the term of this Agreement Lease for four (4) consecutive and subsequent one or more such additional seven-year terms, each being at Lessee’s option. Lessee shall not have the right to renew or extend this Lease except as provided herein. Subject to any provision hereof expressly limiting the applicability of any term of this Lease to a particular time period, all terms of this Lease shall be effective during the Renewal Terms. Lessee shall not have the right to extend the term of this Lease for more than one Renewal Term at a time. In the event Lessee elects to exercise the right to extend the Term, Lessee shall give written notice to Lessor not less than two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry expiration of the then then-current Initial Term or Conditional Renewal Term. If Lessee fails to notify Lessor in a timely and proper manner, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, in accordance with this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, howeverLease, that in no event shall the term of Lessee wishes to exercise its option to extend this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to Lease beyond the end of any such Evergreen Renewal Term (as the case may be)(togetherthen-current term, the Conditional Renewal Term and Evergreen Renewal Term then Lessee shall be referred deemed to as the “Renewal Terms”); provided, further, that in no event shall either Party have waived the right to deliver a Notice renew this Lease, shall have no right to renew this Lease, and this Lease shall terminate at the conclusion of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during then-current term without further notice or action by any party. As used in this Lease, the first applicable Evergreen Renewal phrase “Term; Eight Million Dollars ($8,000,000) during ” shall include the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during or Renewal Terms unless the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal “Initial Term” is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGspecified.

Appears in 1 contract

Sources: Lease Agreement With Option to Purchase (Remembrance Group, Inc.)

Renewal Term. Subject (a) Provided no Event of Default then exists, Tenant shall have the right (the “Option to VIASPACE otherwise being in full compliance with this Agreement Extend”), but not the obligation, to extend the term of the Lease for one (including, without limitation, 1) additional term (the timely payment “Renewal Term”) of any ten (10) years. If and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided extent that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the Term is exercised by Tenant as herein provided, the Renewal Term shall commence at the expiration of the Initial Term and shall expire on the last day of the one hundred twentieth (120th) full calendar month following the commencement of the Renewal Term. (b) Tenant may either extend the term of this Agreement for four Lease with respect to either (4i) consecutive the entire Premises or (ii) in the alternative, the entire portion of the Premises located within Buildings B100, B200 and subsequent termsB500 (the “Reduced Renewal Space”). In order to exercise the Option to Extend, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing Tenant must give written notice of its Tenant’s election to renew such extend the term of this Lease (each, a the Renewal Extension Notice”) to VGE at least three no later than twenty-one (321) months and no more than twenty-four (24) months prior to the expiry expiration of the then current Initial Term or Conditional Renewal Termof this Lease. Following Tenant’s delivery of the Extension Notice, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE Tenant shall notify Landlord in writing at least three eighteen (318) months prior to the expiry expiration of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement Lease (the “Notice of NonrenewalAdditional Notice”) at least sixty (60) days prior as to whether the Extension Notice will apply to the end entire Premises or apply only with respect to the Reduced Renewal Space. If Tenant does not timely deliver the Additional Notice, then it shall be deemed that the Extension Notice will apply to the entire Premises. (c) Tenant’s lease of any such Evergreen Renewal Term (as the case may be)(together, Premises during the Conditional Renewal Term and Evergreen Renewal Term shall be referred on all of the then existing terms and conditions of this Lease, except that the Base Rent shall be in accordance with Section 4.2 and the Premises shall be subject to remeasurement as provided in Section 2.1(b)(ii) above. If Tenant exercises the Option to Extend for the Renewal Terms”); providedTerm in accordance with this section, furtherLandlord and Tenant each shall, that in no event shall either Party have on or before the right to first day of the Renewal Term, execute and deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars other an amendment to this Lease, which confirms the extension of the term of this Lease for the Renewal Term, sets forth the Base Rent ($5,000,000as determined in accordance with Section 4.2 below) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars the rentable square footage of the Premises ($10,000,000as determined in accordance with Section 2.1(b) above), but the term of this Lease shall be extended for the Renewal Term and the Base Rent so determined in accordance with Section 4.2 and the rentable square footage of the Premises so determined in accordance with Section 2.1(b) above shall be effective during the third and subsequent Evergreen Renewal TermsTerm whether or not such amendment is executed. (d) Tenant’s rights under this Section 3.2 shall terminate, and to at Landlord’s option, if (i) an Event of Default exists as of the extent any such Notice date of Nonrenewal Tenant’s exercise of its rights under this Section 3.2 or as of the commencement date of the Renewal Term, (ii) this Lease is delivered by VGEterminated in accordance with the provisions of this Lease, the Commercial License shall convert (iii) Original Tenant assigns its interest in this Lease other than to a nonexclusive license in those countries in which VIASPACE is engaged actively Permitted Transferee, (iv) Original Tenant ceases to lease at least 370,000 rentable square feet of space in the commercialization Property, (v) Original Tenant has sublet to a third party more than twenty-five percent (25%) of GKGthe premises leased by Original Tenant at the Property except pursuant to a Permitted Transfer, (vi) Original Tenant does not (as of the date of Tenant’s exercise of its rights under this Section 3.2 or as of the commencement date of the Renewal Term) occupy at least sixty-five percent (65%) of the premises that is being renewed, or (vii) Tenant fails to timely exercise its option under this Section 3.2, time being of the essence with respect to Tenant’s exercise thereof.

Appears in 1 contract

Sources: Lease Agreement (Advanced Micro Devices Inc)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option right to renew the ------------ Term for all of the Premises for one (1) renewal term of this Agreement for four five (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (105) years from the Effective Date assuming each renewal is elected)(each, a “Conditional ("Renewal Term") by providing written notice which shall commence on the day following the expiration of its election the initial Term and end on the fifth (5th) anniversary of the originally-scheduled Expiration Date, unless the Renewal Term shall sooner terminate pursuant to renew any of the terms of this Lease or otherwise. The Renewal Term shall commence only if (a) Tenant shall have notified Landlord in writing of Tenant's exercise of such term renewal right (each, a “Renewal the "Exercise Notice") to VGE at least three not later than fourteen (314) months prior to the expiry Expiration Date, (b) at the time of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months exercise of such right and immediately prior to the expiry Expiration Date, no Event of Default shall have occurred and be continuing hereunder, and (c) Tenant and/or a Related Entity shall be in occupancy of at least sixty-six percent (66%) of the then Renewal Term, this Agreement shall automatically renew on rentable area of the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on Premises at the part time such Exercise Notice is given. Time is of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and essence with respect to the extent either Party delivers to giving of the other written notice of its intent to not so renew this Agreement (the “Exercise Notice of Nonrenewal”) at least sixty (60) days prior to the end Tenant's exercise of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen renewal option. The Renewal Term shall be referred to upon all of the agreements, terms, covenants and conditions hereof binding upon Tenant, except that the Fixed Rent (as the “Renewal Terms”); provided, further, that defined in Section 1.1) shall be determined as provided in Section 34.2 and Tenant shall have no event shall either Party have the further right to deliver a Notice renew the Term. Upon the commencement of Nonrenewal if the Renewal Term, (A) the Renewal Term shall be added to and become part of the Term (but shall not be considered part of the initial Term), (B) any reference to "this Lease", to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during "Term", the first applicable Evergreen "term of this Lease" or any similar expression shall be deemed to include the Renewal Term; Eight Million Dollars , and ($8,000,000C) during the second applicable Evergreen expiration of the Renewal Term and Ten Million Dollars ($10,000,000) during shall become the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGExpiration Date.

Appears in 1 contract

Sources: Lease (Portal Software Inc)

Renewal Term. Subject Lessee shall have an option to VIASPACE otherwise being in full compliance with extend the Initial Term of this Agreement Lease for up to three (including, without limitation, the timely payment 3) additional renewal terms of any and all amounts due hereunderseven (7) prior years each (each of such additional seven-year terms are referred to the delivery of any Notice of Renewal and the commencement of each then applicable as a “Renewal Term”), this Agreement may be renewed on but only in the same manner and upon the terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit this Lease. The Initial Term of this Lease and all Renewal Terms for which this Lease is actually extended by Lessee are collectively referred to as the BTern,for each such applicable renewal, VIASPACE shall have the option to renew or “Terms” of this Lease. Lessee may extend the term of this Agreement Lease for four (4) consecutive and subsequent one or more such additional seven-year terms, each being at ▇▇▇▇▇▇’s option. Lessee shall not have the right to renew or extend this Lease except as provided herein. Subject to any provision hereof expressly limiting the applicability of any term of this Lease to a particular time period, all terms of this Lease shall he effective during the Renewal Terms. Lessee shall not have the right to extend the term of this Lease for more than one Renewal Term at a time. In the event Lessee elects to exercise the right to extend the Term, Lessee shall give written notice to Lessor not less than two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry expiration of the then then-current Initial Term or Conditional Renewal Term. If Lessee fails to notify Lessor in a timely and proper manner, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, in accordance with this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, howeverLease, that in no event shall the term of Lessee wishes to exercise its option to extend this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to Lease beyond the end of any such Evergreen Renewal Term (as the case may be)(togetherthen-current term, the Conditional Renewal Term and Evergreen Renewal Term then Lessee shall be referred deemed to as the “Renewal Terms”); provided, further, that in no event shall either Party have waived the right to deliver a Notice renew this Lease, shall have no right to renew this Lease, and this Lease shall terminate at the conclusion of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during then-current term without further notice or action by any party. As used in this Lease, the first applicable Evergreen Renewal phrase “Term; Eight Million Dollars ($8,000,000) during ” shall include the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during or Renewal Terms unless the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal “Initial Term” is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGspecified.

Appears in 1 contract

Sources: Lease Agreement With Option to Purchase (Remembrance Group, Inc.)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option right to renew the term Term for all of this Agreement the Premises for four (4) consecutive and subsequent terms, each being for a two (2) year period consecutive renewal terms of five (for a total of ten (105) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal NoticeTerm”) to VGE at least three (3) months prior to commencing on the expiry day after the expiration of the then current Initial initial Term or Conditional the first Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party be (each, an the Evergreen Renewal TermTerm Commencement Date”); provided, howeverand ending on the day immediately preceding the fifth (5th) anniversary of the applicable Renewal Term Commencement Date, that in no event unless such Renewal Term shall sooner terminate pursuant to any of the term terms of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Lease or otherwise. The applicable Renewal Term shall be referred to exercisable only by written notice delivered by Tenant, as provided in Section 2.6(b) below, provided that, (i) at the time of the exercise of such right no default under this Lease beyond any applicable notice and cure period set forth in this Lease shall have occurred and be continuing hereunder and (iii) the Original Tenant or a Related Assignee occupies at least an aggregate of thirty-five thousand (35,000) rentable square feet of the Premises at the time the “Renewal Terms”); providedExercise Notice,” as that term is defined in Section 2.6(b) below, further, that in is given. Time is of the essence with respect to the giving of the Renewal Exercise Notice. In no event shall either Party have the may Tenant exercise its right to deliver a Notice extend the Term for the second Renewal Term if Tenant fails to timely exercise its right to extend the initial Term for the first Renewal Term under this Section 2.6. Each Renewal Term shall be upon all of Nonrenewal if the agreements, terms, covenants and conditions of this Lease, except that (a) the Rent shall be determined as provided in Section 2.6(c) below and (b) Tenant shall have no further right to renew the Term except as provided herein. Upon the commencement of the applicable Renewal Term, (1) such Renewal Term shall be added to and become part of the Term, (2) any reference to “this Lease”, to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during “Term”, the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen “term of this Lease” or any similar expression shall be deemed to include such Renewal Term and Ten Million Dollars ($10,000,0003) the expiration of such Renewal Term shall become the Expiration Date. Any termination, cancellation or surrender of the entire interest of Tenant under this Lease at any time during the third and subsequent Evergreen Renewal TermsTerm shall automatically terminate the renewal rights set forth in this Section 2.6. The rights contained in this Section 2.6 shall be personal to the Original Tenant, and to a Related Assignee, and may only be exercised by the extent Original Tenant or a Related Assignee (and not any such Notice other assignee, or any sublessee or transferee of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license Original Tenant’s interest in those countries in which VIASPACE is engaged actively in the commercialization of GKGthis Lease).

Appears in 1 contract

Sources: Sublease Agreement (Sunrun Inc.)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement Provided that Tenant is occupying at least 80% of the Premises (includingwhich 80% shall consist of no less than all of the 7th Floor Premises, without limitationall of the 8lh Floor Premises, all of the timely payment of any 9th Floor Expansion Premises, and all amounts due hereunder) prior to of the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term10th Floor Expansion Premises), this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option right to renew the Lease Term for either (A) all of the Premises or (B) all of the 7th Floor Premises, all of the 8th Floor Premises, all of the 9th Floor Expansion Premises, and all of the 10th Floor Expansion Premises (each of (A) and (B) are referred to herein as the “Renewal Premises”) for one (1) renewal term of this Agreement for four three (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (103) years from (the Effective Date assuming each renewal is elected)(each, a Conditional Renewal Term”) by providing written notice of its election to renew such term commencing on the day after the Lease Expiration Date (each, a the “Renewal Term Commencement Date”) and ending on the day immediately preceding the third (3rd) anniversary of the Renewal Term Commencement Date, unless the Renewal Term shall sooner terminate pursuant to any of the terms of this Lease, or otherwise. The Renewal Term shall commence only if (i) Tenant notifies Landlord in writing (the “Exercise Notice”) to VGE at least three of Tenant’s exercise of such renewal right not earlier than fifteen (315) months months, and not later than twelve (12) months, prior to the expiry of the then current Initial Term or Conditional Renewal TermLease Expiration Date, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months the time of the exercise of such right and immediately prior to the expiry Renewal Term Commencement Date, no default by Tenant under this Lease, shall have occurred and be continuing thereunder, (iii) Tenant occupies (A) the entire Premises or (B) all of the then Renewal Term7th Floor Premises, this Agreement shall automatically renew on all of the same terms 8th Floor Premises, all of the 9th Floor Expansion Premises, and conditions hereof for consecutive two all of the 10th Floor Expansion Premises at the time the Exercise Notice is given, and (2iv) year periods thereafter without any further act on Tenant exercises its renewal option, if at all, with respect to (A) all of the part Premises or (B) all of either Party (eachthe 7th Floor Premises, an “Evergreen Renewal Term”)all of the 8th Floor Premises, all of the 9th Floor Expansion Premises, and all of the 10th Floor Expansion Premises; provided, however, that if Tenant timely delivers to Landlord the Exercise Notice, Landlord shall have thirty (30) days from receipt of such Exercise Notice to notify Tenant in writing of Landlord’s election to terminate, which election shall be in Landlord’s sole and absolute discretion, Tenant’s right to renew the Lease Term, in which case Tenant’s Exercise Notice, and the renewal right set forth in this Section 17.1, each shall be null and void and of no event further force or effect, and Tenant shall have no further right to renew the term Lease Term, unless otherwise agreed to in writing by Landlord and Tenant. Time is of this Agreement be renewed for the succeeding Evergreen Renewal Term if and essence with respect to the extent either Party delivers to giving of the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Exercise Notice. The Renewal Term shall be referred upon all of the agreements, terms, covenants and conditions of this Lease, except that (a) the Rent shall be determined as provided in Section 17.2 below, and (b) if Tenant exercises the renewal option set forth in this Section 17, then Tenant shall have no further right to as renew the Lease Term, unless otherwise agreed to in writing by Landlord and Tenant. Upon the commencement of the Renewal Term, (1) the Renewal Term shall be added to and become part of the Lease Term, (2) any reference to “this Lease”, to the “Renewal TermsLease Term); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars “term of this Lease” or any similar expression shall be deemed to include the Renewal Term, and ($5,000,0003) the expiration date of the Renewal Term shall become the Lease Expiration Date. Any termination, cancellation or surrender of the entire interest of Tenant under this Lease, at any time during the first applicable Evergreen Renewal Lease Term; Eight Million Dollars ($8,000,000) during , shall automatically terminate the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and renewal right set forth in this Section 17. The rights contained in this Section 17 shall be personal to the extent Original Tenant or a Permitted Transferee and may only be exercised by the Original Tenant or a Permitted Transferee (but not any such Notice other assignee, sublessee or other transferee of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license Original Tenant’s interest in those countries in which VIASPACE is engaged actively in the commercialization of GKGthis Lease).

Appears in 1 contract

Sources: Office Lease (Yelp! Inc)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any Tenant is hereby granted and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewalfour (4), VIASPACE shall have the option five (5)-year options to renew the term of this Agreement for four Term (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) provided that: (a) Tenant is not in default under this Lease beyond any applicable notice and cure periods; (b) Tenant is open and operating in the Premises; and (c) Tenant provides Landlord with written notice on a timely basis in the manner described below. The options to renew shall be exercised by providing ▇▇▇▇▇▇, if at all, by delivering to Landlord written notice of its election to renew such the term of this Lease as herein provided not earlier than 12 months and not later than six (each, a “Renewal Notice”) to VGE at least three (36) months prior to the expiry of the expiration date then current Initial Term or Conditional Renewal Termin effect. If Tenant fails to exercise its option as required by this Section 3.2, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior then said option will expire automatically and this Section 3.2 shall be null and void. With regard to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen multiple Renewal Term if options granted herein, the second Renewal Term option cannot be exercised unless Tenant timely exercised the first Renewal Term option; the third Renewal Term option cannot be exercised unless Tenant timely exercised the first and second Renewal Term options; and the fourth Renewal Term option cannot be exercised unless Tenant timely exercised the first, second and third Renewal Term options. For purposes of each option to renew, to the extent either Party delivers to applicable, Base Rent for the other written notice first lease year of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen each Renewal Term shall be referred to the fair market value for the Leased Property at the time of exercise, as determined by an appraisal prepared by a third-party appraiser of Landlord’s selection. Base Rent for each subsequent lease year of a Renewal Term shall automatically increase by Two and 50/100ths percent (2.50%) upon the anniversary of the Effective Date. Tenant shall accept the Premises Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen as is” for each Renewal Term and Ten Million Dollars ($10,000,000) Landlord shall have no obligation to make any improvements or alterations to the Premises during any Renewal Term. All terms and conditions of this Lease shall be applicable during the third and subsequent Evergreen Renewal TermsTerm, and to the extent any such Notice of Nonrenewal is delivered if exercised by VGETenant, the Commercial License except that Base Rent shall convert to a nonexclusive license be as set forth in those countries in which VIASPACE is engaged actively in the commercialization of GKGthis Section 3.2.

Appears in 1 contract

Sources: Lease Agreement (Leo Holdings Corp. II)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option right to renew the term Term for all of this Agreement the Premises for four (4) consecutive and subsequent terms, each being for a two (2) year period successive renewal terms (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(eacheach, a “Conditional Renewal Term;” the “First Renewal Term” and the “Second Renewal Term”, respectively) of five (5) years each, by providing written notice of its election to renew such term (each, a “Renewal Notice”) delivered to VGE at least three Landlord not less than eighteen (318) months prior to the expiry Expiration Date or the expiration of the then current Initial Term or Conditional First Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry applicable, time being of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”)essence; provided, however, that (x) no Event of Default shall remain outstanding either on the date such Renewal Notice is given or on the respective Renewal Term Commencement Date (as hereinafter defined, and (y) the One ▇▇▇▇▇▇ Street Lease is and remains in no event shall full force and effect, and concurrently therewith, Tenant renews the term of the One ▇▇▇▇▇▇ Street Lease. Upon the giving of each such Renewal Notice, the Term of this Agreement Lease shall be renewed extended for the succeeding Evergreen respective Renewal Term with the same force and effect as if and to such Renewal Term had originally been included in the extent either Party delivers to the other written notice of its intent to not so renew this Agreement Term. The First Renewal Term shall commence on January 1, 2024 (the “Notice of NonrenewalFirst Renewal Term Commencement Date”) at least sixty and shall expire on December 31, 2029, or such earlier date as this Lease may terminate pursuant to any of the terms and conditions of this Lease. The Second Renewal Term shall commence on January 1, 2030 (60) days prior the “Second Renewal Term Commencement Date”), and shall expire on December 31, 2034, or such earlier date as this Lease may terminate pursuant to any of the terms and conditions of this Lease. Time is of the essence with respect to the end giving of any such Evergreen each Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Notice. Each Renewal Term shall be referred upon all of the agreements, terms, covenants and conditions of this Lease, except that (w) the Fixed Rent shall be determined as provided in Section 28.2, (x) after the exercise of the option with respect to as the Second Renewal Term, Tenant shall have no further right to renew the Term, (y) the Base Tax Year shall be the Tax Year commencing on the July 1st prior to the applicable Renewal Term Commencement Date, and (z) the Base Expense Year shall be the Comparison Year ending on the December 31st immediately preceding the respective Renewal Term Commencement Date. Upon the commencement of each respective Renewal Term, (A) the respective Renewal Term shall be added to and become part of the Term, (B) any reference in this Lease to the “Term”, the “term of this Lease” or any similar expression shall be deemed to include the respective Renewal Terms”); providedTerm, furtherand (C) the expiration of the respective Renewal Term shall become the Expiration Date. Any termination, that in no event shall either Party have cancellation or surrender of the right to deliver a Notice entire interest of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) Tenant under this Lease at any time during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during Term shall terminate the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice foregoing rights of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization renewal of GKGTenant hereunder.

Appears in 1 contract

Sources: Lease Agreement (Pegasystems Inc)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option right to renew the initial Term for all of the Leased Premises for one (1) renewal term of this Agreement for four five (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (105) years from (the Effective Date assuming each renewal is elected)(each, a Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall commencing on the term day after the expiration of this Agreement be renewed for the succeeding Evergreen Renewal initial Lease Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of NonrenewalRenewal Term Commencement Date”) at least sixty and ending on the day immediately preceding the fifth (605th) days anniversary of the Renewal Term Commencement Date, unless the Renewal Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise. The Renewal Term shall commence only if (i) Tenant notifies Landlord in writing (the “Renewal Exercise Notice”) of Tenant’s exercise of such renewal right not earlier than fifteen (15) full calendar months, and not later than twelve (12) full calendar months, prior to the end Expiration Date (the “Extension Deadline”), and, (ii) at the time of any the exercise of such Evergreen right and, at the option of Landlord, immediately prior to the Renewal Term (as Commencement Date, no Event of Default under this Lease shall have occurred and be continuing hereunder. A Renewal Exercise Notice shall be irrevocable once delivered. Time is of the case may be)(together, essence with respect to the Conditional giving of the Renewal Term and Evergreen Exercise Notice. The Renewal Term shall be referred upon all of the agreements, terms, covenants and conditions of this Lease, except that (a) the Base Monthly Rent shall be determined as provided below and (b) Tenant shall have no further right to as renew or extend the Lease Term. Upon the commencement of the Renewal Term, (1) the Renewal Term shall be added to and become part of the Lease Term, (2) any reference to “this Lease”, to the “Lease Term”, the “term of this Lease” or any similar expression shall be deemed to include the Renewal Terms”); providedTerm, furtherand (3) the expiration of the Renewal Term shall become the Expiration Date. Any termination, that in no event shall either Party have the right to deliver a Notice cancellation or surrender of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) any interest of Tenant under this Lease at any time during the first applicable Evergreen Lease Term shall automatically terminate the renewal rights set forth herein. The renewal right contained herein shall be personal to PMC-Sierra, Inc. (and Permitted Transferees) (and not available to any other assignee, or any other sublessee or other transferee) and may be exercised only provided and on condition that PMC-Sierra, Inc. has not assigned its interest in this Lease (except to a Permitted Transferee) or sublet (except to a Permitted Transferee) more than 50% of Leased Premises as of the date Tenant purports to give the Renewal Exercise Notice and, at the option of Landlord, upon commencement of the Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.

Appears in 1 contract

Sources: Office Lease (PMC Sierra Inc)

Renewal Term. Subject to VIASPACE otherwise being the terms of this Section 2.5, Landlord hereby grants to the originally named Tenant (“Original Tenant”), and any Related Entity (defined in full compliance with Section 13.8, below) to whom this Agreement Lease is assigned (including, without limitationan “Affiliate Assignee”), the timely payment right to renew the initial Term for all of the initial Premises and, at its option, any “First Offer Space,” as that term is defined in Section 2.6, below for one renewal term of five (5) years (the “Renewal Term”) commencing on the day after the expiration of the initial Term (the “Renewal Term Commencement Date”) and all amounts due hereunderending (the “Renewal Term Expiration Date”) on the day immediately preceding the fifth (5th) anniversary of the Renewal Term Commencement Date, unless the Renewal Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise. The Renewal Term shall commence only if (i) Tenant notifies Landlord in writing (the “Exercise Notice”) of Tenant’s exercise of such renewal right not later than nine (9) months, prior to the delivery Expiration Date, (ii) at the time of the exercise of such right and immediately prior to the Renewal Term Commencement Date, no material non-monetary and no monetary default under this Lease beyond any Notice of Renewal applicable notice and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE cure period set forth herein shall have first satisfied occurred and be continuing hereunder, and (iii) Tenant exercises its renewal option, if at all with respect to the conditions for entire Premises, excluding any such First Offer Space; provided that Tenant shall, in the Exercise Notice, designate whether Tenant is exercising the renewal as set forth in Exhibit “B” for each such applicable renewalright with respect to any First Offer Space then being leased by Tenant, VIASPACE shall have the option term of which First Offer Space expires prior to the Renewal Term Expiration Date. In the event that Tenant elects to renew the Term of the Lease pursuant to the terms of this Section 2.5, but fails to designate whether Tenant desires to renew the term of this Agreement for four (4) consecutive and subsequent termsany First Offer Space in the Exercise Notice, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election then Tenant shall be deemed to renew such term (each, a “Renewal Notice”) have elected to VGE at least three (3) months prior to the expiry of the then current Initial Term or Conditional Renewal Term, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall extend the term of this Agreement be renewed for all First Offer Space. In the succeeding Evergreen Renewal Term if and event that Tenant elects, or is deemed to have elected, to renew the extent either Party delivers to term of any First Offer Space then being leased by Tenant, then the other written notice extended term of its intent to not so renew this Agreement any such First Offer Space shall commence (the “Notice of NonrenewalFirst Offer Renewal Commencement Date”) at least sixty following the expiration of the applicable First Offer Term (60) days prior defined in Section 2.6(e), below), and shall thereafter expire on the Renewal Term Expiration Date. The period commencing on the First Offer Renewal Commencement Date and expiring on the Renewal Term Expiration Date shall be referred to herein as the “First Offer Renewal Term.” Time is of the essence with respect to the end giving of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Exercise Notice. The Renewal Term shall be referred upon all of the agreements, terms, covenants and conditions of this Lease, except that (a) the Rent for the Renewal Term shall be as set forth in Section 2.5(b) below and (b) if Tenant exercises the renewal option set forth in this Section 2.5, then Tenant shall have no further right to as renew the Term unless otherwise agreed to in writing by Landlord and Tenant. Upon the commencement of the Renewal Term, (1) the Renewal Term shall be added to and become part of the Term, (2) any reference to “this Lease”, to the “Renewal TermsTerm); provided, further, that in no event the “term of this Lease” or any similar expression shall either Party have be deemed to include the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,0003) the expiration of the Renewal Term shall become the Expiration Date. Any termination, cancellation or surrender of the entire interest of Tenant under this Lease at any time during the third and subsequent Evergreen Renewal Terms, and Term shall automatically terminate the renewal right set forth in this Section 2.5. The terms of this Section 2.5 shall be applicable to Tenant’s lease of the First Offer Space subject to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGterms set forth herein.

Appears in 1 contract

Sources: Lease Agreement (Mindspeed Technologies, Inc)

Renewal Term. Subject Tenant shall have the right to VIASPACE otherwise being in full compliance with this Agreement renew the Term as set forth below as to any of the following configurations of the Premises: (including, without limitationa) the entirety of the Leased Premises; (b) the entirety of the Phase 3 Premises and the Phase 4 Premises; (c) the entirety of the Phase 2 Premises, the timely payment Phase 3 Premises and the Phase 4 Premises; or (d) the entirety of the Phase 1 Premises, the Phase 3 Premises and the Phase 4 Premises. Notwithstanding the foregoing, if Tenant exercises the Early Termination Right or the Partial Surrender Right or the Outside Termination Right, the right to renew the Term pursuant to this Section shall not apply to the Phase 4 Premises or those portions of the Leased Premises surrendered pursuant to the Partial Surrender Right and Tenant may renew as to any Phase of the Premises then being leased by Tenant under this Lease as set forth under this Section 3.4. Tenant shall have the right to one (1) renewal term of five (5) years (the “Renewal Term”) which shall commence on the day following the expiration of the initial Term of this Lease and all amounts due hereunderend on the last day of the Renewal Term, unless the Renewal Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise. The Renewal Term shall commence only if (a) Tenant shall have notified Landlord in writing of Tenant’s exercise of such renewal right no more than twelve (12) months and no less than nine (9) months prior to the delivery Expiration Date (“Exercise Notice”), and (b) at the time of any Notice the exercise of Renewal such right and immediately prior to the commencement Expiration Date, no Event of each then applicable Renewal Term, this Agreement may be renewed on Default (as defined below) under the same terms and conditions hereof: (i) Provided that VIASPACE Lease by Tenant shall have first satisfied occurred and be continuing. If any of the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewalthe immediately preceding sentence is not satisfied, VIASPACE shall have the Tenant’s option to renew the term of this Agreement for four (4) consecutive Term shall lapse and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written be null and void. Tenant’s notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior the Term shall be irrevocable when made. Time is of the essence with respect to the expiry giving of the then current Initial notice of Tenant’s exercise of the renewal option. The Renewal Term or Conditional shall be upon all of the agreements, terms, covenants and conditions hereof binding upon Tenant, except that the Annual Base Rent shall be determined as provided in Sections 3.5 and 3.6 below and Tenant shall have no further right to renew the Term. Upon the commencement of the Renewal Term, as (A) the case may be; and Renewal Term shall be added to and become part of the Term (iibut shall not be considered part of the initial Term), (B) Provided it delivers a Renewal Notice any reference to VGE at least three (3) months prior this Lease, to the expiry Term, the Term of this Lease or any similar expression shall be deemed to include the then Renewal Term, this Agreement (C) the expiration of the Renewal Term shall automatically renew on become the same terms Expiration Date and conditions hereof for consecutive two (2D) year periods thereafter without any further act on if all of the part of either Party (each, an “Evergreen Leased Premises are not included in the Renewal Term”), the L C Amount shall be reduced proportionately; provided, however, that in no event the L C Amount shall not decrease below Three Hundred Eighty-Seven Thousand Nine Hundred Forty-Six and 20/100 ($387,946.20). The foregoing right to renew the term Term of this Agreement Lease is personal to Tenant (and any Permitted Transferee, as defined below) and may not be renewed assigned, sold, leased, subleased or otherwise transferred, voluntarily or involuntarily, by or to any other person or entity, except in connection with a Permitted Transfer (as defined below). Notwithstanding anything set forth in this Section 3.4 to the contrary, Landlord shall have the right, within ten (10) Business Days of receipt of Tenant’s Exercise Notice, and by written notice to Tenant, to elect to recapture all or any Phase of the Premises solely for the succeeding Evergreen Renewal Term if and purpose of occupancy by Landlord. If Landlord exercises its right to recapture all or any Phase of the extent either Party delivers to Premises, provided Tenant (or Tenant’s Permitted Transferee) is then itself occupying the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(togetherPremises, the Conditional Renewal Term and Evergreen Renewal Term Tenant shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice withdraw its exercise of Nonrenewal the renewal option by delivering written notice thereof to Landlord within thirty (30) days thereafter; provided, however, if Tenant does not provide such withdrawal notice, Landlord and Tenant shall amend the Lease to reflect the extent VIASPACE’s Net Sales exceed Five Million reduction in rsf of the Leased Premises and L C Amount as of the Expiration Date; provided, however, the L C Amount shall not decrease below Three Hundred Eighty-Seven Thousand Nine Hundred Forty-Six and 20/100 Dollars ($5,000,000) during the first applicable Evergreen 387,946.20). No tenant improvement allowance shall be granted with respect to such Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.

Appears in 1 contract

Sources: Office Lease Agreement (Roblox Corp)

Renewal Term. Subject 51.1 Provided Tenant is not in Default of this Lease at the time its rights hereunder are to VIASPACE otherwise being in full compliance with this Agreement (includingbe exercised, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE Tenant shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Option”) to extend the Lease Term for two (2) periods of five (5) years each (each, a “Renewal Term”), provided Tenant gives written notice to Landlord of its election to exercise such Renewal Option (the “Renewal Notice”) to VGE at least three not more than eighteen (318) nor less than eleven (11) months prior to the expiry expiration of the then current Initial last day of the initial Lease Term (or Conditional first Renewal Term, as applicable), subject to the case may be; andprovisions of Section 51.8 hereof. Time is of the essence in this Section 51. 51.2 All terms and conditions of this Lease, including without limitation, all provisions governing the payment of Additional Rent, shall remain in full force and effect during the first Renewal Term and the second Renewal Term, except (i) the Base Rent and any applicable escalations thereto shall be as set forth in this Section 51, (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry “Base Year” shall be the first Lease Year of the then applicable Renewal Term, this Agreement and (iii) Tenant’s Renewal Option shall automatically renew on be applicable to the same terms and conditions hereof for consecutive entirety of the Premises or any two (2) year periods thereafter without any further act on or more contiguous full floors thereof occupied by Tenant (and which Tenant shall identify in Tenant’s Renewal Notice as defined below). 51.3 The Base Rent payable upon the part commencement of either Party the First Renewal Term shall equal ninety five percent (each95%) of the then prevailing market rental rate, an “Evergreen Renewal Term”); provided, however, that determined in no event shall accordance with the term terms of this Agreement be renewed for the succeeding Evergreen Renewal Term if and Section 51 (such prevailing market rental rate being referred to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (herein as the “Notice of NonrenewalFair Market Rate” or “FMR”) at least sixty the time of the commencement of the applicable Renewal Term. Landlord and Tenant shall negotiate in good faith and in accordance with the procedure set forth in Section 51.4, below, to determine 95% of the Fair Market Rate which will be applicable during the first Renewal Term, with the goal of concluding such negotiation or triggering a determination of 95% of the FMR using the broker method (60as described in Section 51.5, below) not more than ninety (90) nor less than thirty (30) days prior to the final date on which Tenant must provide its Renewal Notice. 51.4 Not later than the first day of the sixteenth (16th) month prior to the expiration of the initial or, as applicable, first extended term hereof, Landlord will provide Tenant with a written notice (the “FMR Notice”) indicating the base rental rate and any applicable escalations thereto (provided that for all purposes of this Section 51, base rent escalations applicable to the FMR shall be not less than 2% nor more than 3% per Lease Year for each Lease Year after the initial Lease Year of the applicable Renewal Term) which Landlord in good faith believes represents 95% of the then current FMR for the Premises based on the provisions of Section 51.7 herein. If Tenant is in agreement with the base rental rate stated in the FMR Notice, Tenant shall so notify Landlord within ten (10) business days after its receipt thereof, in which case such base rental rate shall constitute 95% of the FMR for the applicable Renewal Term within the meaning of this Section 51. If Tenant believes in good faith that the base rental rate stated by Landlord in the FMR Notice are in excess of 95% of actual FMR for the Premises, Tenant shall so notify Landlord in writing prior to the end of any the ten (10) business day period after Tenant received Landlord’s FMR Notice, stating in its response (hereinafter referred to as “Tenant’s Counterproposal”) the base rental rate which Tenant in good faith believes represents 95% of the then current FMR for the Premises. If Tenant does provide Tenant’s Counterproposal to Landlord in a timely fashion, and Landlord agrees that the base rental rate stated in Tenant’s Counterproposal represent 95% of the then current FMR, Landlord shall so notify Tenant in writing within ten (10) business days after its receipt thereof, in which case such Evergreen base rental rate shall constitute 95% of the FMR for the Renewal Term within the meaning of this Section 51. If the Landlord either provides written notice to Tenant that it disagrees with the base rental rate set forth in Tenant’s Counterproposal, or fails to respond in writing thereto within ten (10) business days after its receipt thereof, then, for a period of ten (10) business days thereafter (the “Additional Negotiation Period”), Tenant and Landlord will negotiate in good faith as necessary to determine and agree upon 95% of the case FMR, and if Tenant and Landlord are unable to reach agreement as to 95% of the FMR, Tenant may be)(together, elect that both Landlord and Tenant submit the Conditional issue of what constitutes 95% of the appropriate FMR for the Premises for the applicable Renewal Term and Evergreen to determination using a “broker method” as described in Section 51.5, below. 51.5 If the parties submit the issue of what constitutes 95% of the appropriate FMR for the Premises to determination using a “broker method”, then the Base Rent applicable during the Renewal Term shall be referred equal to as 95% of the FMR determined by a board of licensed real estate brokers, one of whom shall be named by Landlord, and one by Tenant. Each member of the board of brokers shall meet the qualifications set forth in Section 51.6 below. Tenant shall make its appointment within five (5) business days after the expiration of the Additional Negotiation Period, . Landlord shall make its appointment within five (5) business days thereafter (failing which 95% of the FMR shall be determined by the broker so selected by Tenant). The two (2) brokers selected by Landlord and Tenant shall each make their independent determination of 95% of the FMR within ten (10) business days after the appointment of the second commercial real estate broker, and in the event 95% of the FMR derived by each is within seven percent (7%) of 95% of the FMR determined by the other, 95% of the FMR for purposes hereof shall be the average of the two. In the event 95% of the FMR derived by each is not within of 95% of the FMR determined by the other, they shall, within five (5) business days, jointly select a third broker. If a third broker is appointed, he/she shall make his/her valuation within ten (10) business days after the appointment and 95% of the FMR shall be an amount equal to the quotient obtained by dividing the sum of the 95% of FMR values determined by the two brokers who were closest to each other in amount, by two (or the middle, if equally distant from the highest and lowest). After 95% of the FMR has been established, the brokers shall immediately notify the parties in writing, and such determination shall be conclusive and binding upon the parties. 51.6 If the broker method described above is implemented to determine the FMR during any Renewal Terms”); providedTerm, furthereach commercial real estate broker or licensed sales person appointed pursuant to paragraph 51.5 above shall be an unrelated individual of recognized competence who has had a minimum of ten (10) years’ experience in leasing commercial real estate/office space in the metropolitan Washington, that D.C. area, with substantial experience in no event the Reston, Virginia market. All valuations of 95% of the FMR shall either Party have be in writing and shall be expressed in terms of an annual rent per rentable square foot of area. The party appointing each commercial real estate broker shall be obligated, promptly after receipt of the right valuation report prepared by the broker appointed by such party, to deliver a Notice copy of Nonrenewal if and such valuation report to the extent VIASPACE’s Net Sales exceed Five Million Dollars other party in the manner provided in the Lease for the giving of notices. If a third broker is appointed, the third broker shall be directed, at the time of their appointment, to deliver copies of its valuation report, promptly after its completion, to Landlord and Tenant in the manner provided in the Lease for the giving of notices. The expense of each of the first two brokers appointed shall be borne by the party appointing such broker. If applicable, the expenses of the third broker appointed shall be paid one-half ($5,000,0001/2) by Landlord and one-half (1/2) by Tenant. 51.7 In the event the broker method described herein is implemented, the brokers so appointed shall make their respective determinations of 95% of FMR based upon the following considerations. “FMR” shall mean the effective rental, expressed in dollars per rentable square foot, that would be received by landlords renting comparable space (any rental value attributable to above market standard tenant finishes for interior finish in any space used as comparable shall not be included in establishing 95% of FMR hereunder) in comparable buildings in the immediate area of the Building - specifically the Reston, Virginia submarket. In determining 95% of FMR, the brokers shall take into account all terms and conditions of the Lease. For purposes of determining 95% of FMR, consideration shall be given to the terms and conditions of leases of not less than 50,000 and not more than 100,000 rentable square feet entered into during the first twelve (12) month period immediately preceding the commencement of the applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during Period, with appropriate deductive adjustments to such comparable rents being made to reflect the second then current operating expenses and real estate taxes. If applicable Evergreen Renewal Term based on current market conditions, deductive adjustments will also be made to reflect the then current value of transaction costs and Ten Million Dollars ($10,000,000) during the third expenses actually saved by Landlord because Landlord is not required to pay for, or give credit against rent for tenant improvements, leasing commissions and subsequent Evergreen Renewal Termsfees, tenant allowances, and to the extent any other rent concessions such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGas rental abatement.

Appears in 1 contract

Sources: Deed of Lease (NCI, Inc.)

Renewal Term. Subject to VIASPACE otherwise being in full compliance with this Agreement (including, without limitation, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereof: Provided that (i) Provided that VIASPACE this Lease shall have first satisfied be in full force and effect, (ii) no Event of Default shall be continuing hereunder, and (iii) TENANT and Guarantor (as such concept is defined in Clause 18 hereunder), shall be at least as creditworthy as on the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewaldate thereof, VIASPACE TENANT shall have the option right to renew extend the term of this Agreement Term for four (4) consecutive and subsequent terms, each being for a two (2) year period consecutive periods of five (for a total of ten (105) years from each (each, an "Extension Term"). The first Extension Term shall commence on the Effective day after the Expiration Date assuming each renewal is elected)(eachand shall expire on the day prior to the five (5) year anniversary of such commencement, a “Conditional Renewal Term”) and the succeeding Extension Term shall commence and expire in the same manner, unless the TERM or any Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of this Lease or pursuant to Law. TENANT shall exercise its options hereunder by providing giving LANDLORD written notice of its such election to renew such term (each, a “Renewal Notice”) to VGE along with reasonable evidence that TENANT and Guarantor remain at least three as creditworthy as on the date hereof) no later than six (36) months prior to the expiry Expiration Date or the expiration date of the then current Initial Term or Conditional Renewal Termsucceeding Extension Terms, as applicable, and upon the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to giving of such notice and evidence, and the expiry parties hereto agree on the price of the then Renewal TermAnnual Rent (as such concept is defined under Section 4.1 hereunder) to be paid during each of the Extension Terms, this Agreement shall automatically renew on Lease and the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred extended without execution or delivery of any other or further documents, with the exception of the document evidencing the parties hereto agreement regarding the Annual Rent to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) be paid during the first applicable Evergreen Renewal corresponding Extension Term; Eight Million Dollars ($8,000,000, with the same force and effect as if the Extension Term(s) during had originally been included in the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and Expiration Date shall thereupon be deemed to be the extent any such Notice last day of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGapplicable Extension Term.

Appears in 1 contract

Sources: Lease Agreement (Align Technology Inc)

Renewal Term. A. Subject to VIASPACE otherwise the provisions hereinafter set forth, Tenant shall have the option (the "Renewal Option") to extend the term of this lease for one (1) additional period of five years (the "Renewal Term"), which Renewal Term shall commence on the date immediately succeeding the Expiration Date and end on the day immediately preceding the fifth (5th) anniversary of the Expiration Date, provided that (a) this lease shall not have been previously terminated, (b) Tenant named herein and any related corporation (as determined in Article 41 hereof) shall occupy at least seventy (70%) percent of the demised premises for the conduct of its business, and (c) Tenant shall not be in default under this lease (x) on the date Tenant gives Landlord written notice (the "Renewal Notice") of Tenant's election to exercise the Renewal Option, or, at the option of Landlord, (y) on the Expiration Date. The Renewal Option may be exercised with respect to the entire demised premises only and shall be exercisable by Tenant delivering the Renewal Notice to Landlord at least fifteen (15) months, but no more than twenty-four (24) months prior to the Expiration Date. Time is of the essence with respect to the giving of the Renewal Notice. Upon the giving of the Renewal Notice, Tenant shall have no further right or option to extend or renew the term of this lease. B. If Tenant exercises the Renewal Option, the Renewal Term shall be upon the same terms, covenants and conditions as those contained in this lease, except that (a) the fixed rent shall be deemed to mean the fixed rent as determined pursuant to Section C, (b) Tenant shall not be entitled to any free rent period, and (c) the provisions of Article 50, covering Landlord's Contribution and Base Building Work, shall not be applicable to the Renewal Term. It is expressly understood that during the Renewal Term, Tenant shall have no further right to renew this lease. C. The fixed rent payable during the Renewal Term shall be determined as follows: 1. The fixed rent for the demised premises for the Renewal Term shall be an amount equal to the greater of (i) ninety-five percent (95%) of the annual fair market rental value of the demised premises (the "Fair Market Rent") on the first (1st) day of the Renewal Term or (ii) the fixed rent and additional rent payable by Tenant on the Expiration Date (the greater of (i) and (ii) of this Section C being hereinafter referred to as the "Rental Value" for the Renewal Term). 2. The Fair Market Rent shall be determined as if the demised premises were available in full compliance the then rental market for comparable first class office buildings in Manhattan and assuming Landlord has had a reasonable time to locate a tenant who rents with the knowledge of the uses to which the demised premises can be adapted, and that neither Landlord nor the prospective tenant is under any compulsion to rent, taking into account the fact that (a) the Base Tax and the Base Year provided herein shall not change for the purpose of calculating the escalation payments payable pursuant to Articles 39 and 40 hereof, which payments shall continue to be made during the Renewal Term, (b) Landlord shall not be required to perform any work in or to the demised premises or contribute to any work to be performed, and (c) that no free rent or other rental concession shall be offered. During the Renewal Term, all additional rent and other charges payable hereunder shall continue to be paid pursuant to the terms of this Agreement lease (including, without limitation, pursuant to Articles 39 and 40 hereof). 3. For purposes of determining the timely payment of any and all amounts due hereunder) prior to Fair Market Rent, the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Term, this Agreement may be renewed on the same terms and conditions hereoffollowing procedure shall apply: (i) Provided that VIASPACE the Fair Market Rent shall have first satisfied be determined on the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option to renew the term of this Agreement for four (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry basis of the then current Initial Term or Conditional Renewal Term, as highest and best use of the case may be; anddemised premises assuming that the demised premises are free and clear of all leases and tenancies (including this lease). (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, this Agreement Landlord shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other give Tenant written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”"Rent Notice") at least within sixty (60) days prior following delivery of the Renewal Notice which shall set forth Landlord's determination of the Fair Market Rent ("Landlord's Determination"). If Landlord shall fail or refuse to give such notice as aforesaid, the Rental Value shall be deemed to be the fixed rent payable by Tenant on the Expiration Date. (iii) If Landlord's Determination exceeds the fixed rent payable by Tenant on the Expiration Date, then Tenant shall give Landlord written notice ("Tenant's Option Notice"), within thirty (30) days after Tenant's receipt of the Rent Notice, of whether Tenant accepts or disputes Landlord's Determination. If Tenant in Tenant's Option Notice accepts Landlord's Determination or if Tenant fails or refuses to give Tenant's Option Notice as aforesaid, Tenant shall be deemed to have accepted Landlord's Determination for the Renewal Term in accordance with the terms of this Article. If Tenant in Tenant's Option Notice disputes Landlord's Determination, Tenant shall deliver to Landlord, within thirty (30) days after Tenant's receipt of the Rent Notice, Tenant's determination of the Fair Market Rent ("Tenant's Determination"), as determined by an independent real estate appraiser ("Tenant's Appraiser"), together with a copy of the appraisal prepared by Tenant's Appraiser. (iv) Landlord shall give Tenant written notice ("Landlord's R/O Notice"), within thirty (30) days after Landlord's receipt of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord in Landlord's R/O Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's R/O Notice as aforesaid, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord in Landlord's R/O Notice disputes Tenant's Determination, Landlord shall appoint an independent real estate appraiser ("Landlord's Appraiser"). If within thirty (30) days after Tenant's receipt of Landlord's R/O Notice in dispute, Landlord's Appraiser and Tenant's Appraiser shall mutually agree upon the determination (the "Mutual Determination") of the Fair Market Rent, their determination shall be final and binding upon the parties. If Landlord's Appraiser and Tenant's Appraiser shall be unable to reach a Mutual Determination within said thirty (30) day period, both of the Appraisers shall jointly select a third independent real estate appraiser (the "Third Appraiser") whose fee shall be borne equally by Landlord and Tenant. In the event that Landlord's Appraiser and Tenant's Appraiser shall be unable to jointly agree on the designation of the Third Appraiser within five (5) days after they are requested to do so by either party, then the parties agree to allow the American Arbitration Association, or any successor organization, to designate the Third Appraiser in accordance with the rules, regulations and/or procedures then obtaining of the American Arbitration Association or any successor organization. (v) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's or Tenant's Determination, and such choice by the Third Appraiser shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Section, including the expenses and fees of any Appraiser selected by it in accordance with provisions of this Article. Any Appraiser appointed pursuant to this Article shall be a licensed, independent real estate broker, consultant or appraiser with at least ten (10) years' experience in leasing and valuation of properties which are similar in character to the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Termsbuilding, and to the extent any such Notice Third Appraiser shall additionally be a member of Nonrenewal is delivered by VGE, the Commercial License shall convert to American Institute of Appraisers of the National Association of Real Estate Boards and a nonexclusive license in those countries in which VIASPACE is engaged actively in member of the commercialization of GKG.Society

Appears in 1 contract

Sources: Lease (American Capital Access Holdings LTD)

Renewal Term. Subject The Original Tenant and any Related Entity to VIASPACE otherwise being in full compliance with this Agreement (includingwhom the Lease, without limitationas amended, the timely payment of any and all amounts due hereunder) prior to the delivery of any Notice of Renewal and the commencement of each then applicable Renewal Termis assigned to, this Agreement may be renewed on the same terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option right to renew the New Term for all of the existing Premises for one renewal term of this Agreement for four five (4) consecutive and subsequent terms, each being for a two (2) year period (for a total of ten (105) years from (the Effective Date assuming each renewal is elected)(each, a Conditional Renewal Term”) by providing written notice of its election to renew such term commencing on April 1, 2028 (each, a the “Renewal Term Commencement Date”) and ending on March 31, 2033, unless the Renewal Term shall sooner terminate pursuant to any of the terms of the Lease, as amended, or otherwise. The Renewal Term shall commence only if (i) Tenant notifies Landlord in writing (the “Exercise Notice”) to VGE at least three of Tenant’s exercise of such renewal right not earlier than twelve (312) months months, and not later than nine (9) months, prior to the expiry of the then current Initial New Term or Conditional Renewal TermExpiration Date, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months the time of the exercise of such right and immediately prior to the expiry of the then Renewal Term, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, however, that in no event shall the term of this Agreement be renewed for the succeeding Evergreen Renewal Term if Commencement Date, no default under the Lease, as amended, shall have occurred and to be continuing hereunder, (iii) Tenant occupies the extent either Party delivers to entire Premises at the other written notice of its intent to not so renew this Agreement (time the Exercise Notice of Nonrenewal”) at least sixty (60) days is given and immediately prior to the end of any such Evergreen Renewal Term Commencement Date, and (as iv) Tenant exercises its renewal option, if at all, with respect to all of the case may be)(together, Premises. Time is of the Conditional Renewal Term and Evergreen essence with respect to the giving of the Exercise Notice. The Renewal Term shall be referred upon all of the agreements, terms, covenants and conditions of the Lease, as amended, except that (a) the Rent for the Renewal Term shall be determined as provided in Section 9.2 below and (b) if Tenant exercises the renewal option set forth in this Section 9, then Tenant shall have no further right to as renew the New Term unless otherwise agreed to in writing by Landlord and Tenant. Upon the commencement of the Renewal Term, (1) the Renewal Term shall be added to and become part of the New Term, (2) any reference to “the Lease”, to the “Renewal TermsNew Term); provided, further, that in no event the “term of the Lease” or any similar expression shall either Party have be deemed to include the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars ($8,000,000) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,0003) the expiration date of the Renewal Term shall become the New Term Expiration Date. Any termination, cancellation or surrender of the entire interest of Tenant under the Lease, as amended, at any time during the third New Term shall automatically terminate the renewal right set forth in this Section 9. The rights contained in this Section 9 shall be personal to the Original Tenant and subsequent Evergreen Renewal Termsany Related Entity to whom the Lease, as amended, is assigned to, and to may only be exercised by the extent Original Tenant or any such Notice Related Entity (and not any other assignee, or any sublessee or other transferee of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively Original Tenant’s interest in the commercialization of GKGLease, as amended).

Appears in 1 contract

Sources: Lease (ChromaDex Corp.)

Renewal Term. Subject Lessee shall have an option to VIASPACE otherwise being in full compliance with extend the Initial Term of this Agreement Lease for up to three (including, without limitation, the timely payment 3) additional renewal terms of any and all amounts due hereunderseven (7) prior years each (each of such additional seven-year terms are referred to the delivery of any Notice of Renewal and the commencement of each then applicable as a “Renewal Term”), this Agreement may be renewed on but only in the same manner and upon the terms and conditions hereof: (i) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit this Lease. The Initial Term of this Lease and all Renewal Terms for which this Lease is actually extended by Lessee are collectively referred to as the BTermfor each such applicable renewal, VIASPACE shall have the option to renew or “Terms” of this Lease. Lessee may extend the term of this Agreement Lease for four (4) consecutive and subsequent one or more such additional seven-year terms, each being at ▇▇▇▇▇▇’s option. Lessee shall not have the right to renew or extend this Lease except as provided herein. Subject to any provision hereof expressly limiting the applicability of any term of this Lease to a particular time period, ail terms of this Lease shall be effective during the Renewal Terms. Lessee shall not have the right to extend the term of this LeaSe for more than one Renewal Term at a time. In the event Lessee elects to exercise the right to extend the Term, Lessee shall give written notice to Lessor not less than two (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “Renewal Notice”) to VGE at least three (3) months prior to the expiry expiration of the then then-current Initial Term or Conditional Renewal Term. If Lessee fails to notify Lessor in a timely and proper manner, as the case may be; and (ii) Provided it delivers a Renewal Notice to VGE at least three (3) months prior to the expiry of the then Renewal Term, in accordance with this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two (2) year periods thereafter without any further act on the part of either Party (each, an “Evergreen Renewal Term”); provided, howeverLease, that in no event shall the term of Lessee wishes to exercise its option to extend this Agreement be renewed for the succeeding Evergreen Renewal Term if and to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement (the “Notice of Nonrenewal”) at least sixty (60) days prior to Lease beyond the end of any such Evergreen Renewal Term (as the case may be)(togetherthen-current term, the Conditional Renewal Term and Evergreen Renewal Term then Lessee shall be referred deemed to as the “Renewal Terms”); provided, further, that in no event shall either Party have waived the right to deliver a Notice renew this Lease, shall have no right to renew this Lease, and this Lease shall terminate at the conclusion of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during then-current term without further notice or action by any party. As used in this Lease, the first applicable Evergreen Renewal phrase “Term; Eight Million Dollars ($8,000,000) during ” shall include the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during or Renewal Terms unless the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal “Initial Term” is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKGspecified.

Appears in 1 contract

Sources: Lease Agreement With Option to Purchase (Remembrance Group, Inc.)

Renewal Term. Subject Notwithstanding anything to VIASPACE the contrary contained in the Lease, Tenant hereby has the sole right and option to extend the Term for eight (8) additional terms of five (5) Lease Years each, upon the same te1ms and conditions as herein set forth, except as otherwise being in full compliance with this Agreement provided herein. Should Tenant elect to exercise its Renewal Term, Tenant shall do so by written notice to Landlord on or before one hundred eighty (including, without limitation, the timely payment of any and all amounts due hereunder180) days prior to the expiration of then current Term. In the event Tenant exercises its Renewal Term, the Renewal Term shall commence at the expiration of then current Term. In the event Tenant does not exercise a Renewal Term as herein granted, then all unexercised Renewal Terms shall become null and void within ten (10) days after written notice thereof from Landlord, unless Tenant shall exercise such Renewal Term prior to the expiration of the ten (10) day notice period. 03/26/2021 (SHOE CARNIVAL INC) Source F. The initial determination of Basic Rent shall be made by Landlord pursuant to notice (the “FMV Notice”) to Tenant no earlier than three hundred sixty-five (365) days and no later than one hundred eighty (180) days prior to the commencement of the Renewal Term. Such determination shall be binding unless Landlord shall receive a notice from Tenant (the “FMV Objection Notice”) objecting to Landlord’s determination and providing Tenant’s determination, within 30 days after Landlord shall have given Tenant the FMV Notice. If Landlord and ▇▇▇▇▇▇ fail to agree upon the Basic Rent for the Additional Renewal Term within 15 days from Landlord’s receipt of the FMV Objection Notice, then Landlord and Tenant shall each give notice to the other setting forth the name of a disinterested and independent appraiser. If either party shall fail to give such a designation of an appraiser within 10 days of the expiration of such 15-day period, then the first appraiser shall make the determination alone. If both parties properly designate the name of an appraiser, the appraisers shall then have 20 days to confer with each other and attempt to reach an agreement as to the Basic Rent. If the two appraisers shall concur as to the determination of the Basic Rent for the Additional Renewal Term, such determination shall be final and binding on Landlord and Tenant. If the two appraisers fail to agree within said 20-day period, then they shall designate a third disinterested and independent appraiser. The decision of such third appraiser shall be final and binding on Landlord and Tenant. 06/14/2019 (▇▇▇▇▇▇▇ FAMOUS INC) Source G. TIME SHALL BE OF THE ESSENCE with regard to ▇▇▇▇▇▇’s delivery of the Renewal Notice for the Additional Renewal Term. If Tenant shall fail to deliver to Landlord the Renewal Notice exactly as and when required under this Article, the Renewal Option shall terminate immediately and shall have no further force or effect. The parties acknowledge that they have fully negotiated the terms and provisions of this Article. Tenant acknowledges and agrees that ▇▇▇▇▇▇▇▇ has granted Tenant the Renewal Option in consideration for Tenant’s agreement that the same shall be strictly construed and enforced and that in the event the Renewal Option shall terminate as provided above, Tenant shall not be entitled to any Notice grace, notice or cure periods otherwise provided under this Lease. 06/14/2019 (▇▇▇▇▇▇▇ FAMOUS INC) Source The Base Rent in effect at the expiration of Renewal the then current term of the Lease shall be increased to reflect the current fair market rental for comparable space in the Building and in other similar buildings in the same rental market as of the date the renewal term is to commence as reasonably determined by Lessor, taking into account the specific provisions of the Lease which will remain constant.Lessor shall advise Lessee of the new Base Rent for the Premises no later than sixty (60) days after receipt of ▇▇▇▇▇▇’s written request therefor.Said request shall be made no earlier than thirty (30) days prior to the first date on which Lessee may exercise its option under this paragraph.Said notification of the new Base Rent may include a provision for its escalation to provide for a change in fair market rental between the time of notification and the commencement of each the applicable renewal ▇▇▇▇.▇▇ no event shall the Base Rent for the renewal period be less than the Base Rent in the preceding period.Within thirty (30) days after ▇▇▇▇▇▇’s receipt of ▇▇▇▇▇▇’s determination of the Base Rent for the renewal term, Lessee may dispute Lessor’s determination or otherwise shall be deemed to have accepted such determination.If Lessee elects to dispute Lessor’s determination by delivering written notice to Lessor within the time frame required above (“Lessee’s Estimate Notice”), Lessee shall specify Lessee’s determination of the fair market rental for the renewal term of this Lease.If Lessee disputes Lessor’s determination, Lessor and ▇▇▇▇▇▇ shall then applicable Renewal Termnegotiate in good faith to resolve the fair market rent, this Agreement may but in the event Lessor and Lessee fail to reach agreement as to the fair market rent for the renewal term within twenty (20) days after Lessor’s receipt of ▇▇▇▇▇▇’s Estimate Notice, such dispute shall be renewed on resolved in accordance with the same terms and conditions hereof: provisions of Section 61(c) Error! Reference source not found.below. 04/06/2021 (iSMART Global Holdings, Inc.) Provided that VIASPACE shall have first satisfied the conditions for any such renewal as set forth in Exhibit “B” for each such applicable renewal, VIASPACE shall have the option Source (a)The Tenant’s right to renew the term of this Agreement for four Lease as to the 26th Floor Space shall be conditioned on this Lease being in full force and effect and no default existing hereunder beyond the expiration of any applicable notice and cure period at the time of the delivery of the 26 Renewal Notice (4as defined below) consecutive and subsequent termsor on the effective date of the 26 Renewal Term. Tenant may exercise the 26 Renewal Option by delivering written notice to Landlord, each being for a two not later than April 1, 2027 (2) year period (for a total of ten (10) years from the Effective Date assuming each renewal is elected)(each, a “Conditional Renewal Term”) by providing written notice of its election to renew such term (each, a “26 Renewal Notice”). 06/11/2018 (G III APPAREL GROUP LTD /DE/) Source Either party may elect to VGE at least arbitrate the determination of the Monthly Installment of Rent for the Renewal Term by sending written notice to the other party and the regional office of the American Arbitration Association in which the Premises is located within three (3) months prior business days after the expiration of the fifteen (15) day negotiation period provided in the preceding paragraph, invoking the binding arbitration provisions of this subsection. The arbitration to determine the Monthly Installment of Rent for the Renewal Term shall be in accordance with the Real Estate Industry Arbitration Rules and Mediation Procedures of the American Arbitration Association. Unless otherwise required by state law, arbitration shall be conducted in the metropolitan area where the Premises is located by a single arbitrator mutually selected by the parties and unaffiliated with either party. Landlord and Tenant shall each submit to the expiry arbitrator their respective proposal of the then current Initial Term or Conditional appropriate Monthly Installment of Rent for the Renewal Term. The arbitrator must choose between the Landlord’s proposal and the Tenant’s proposal and may not compromise between the two or select some other amount. The cost of the arbitration shall be borne equally between the parties. If the arbitrator has not determined the Monthly Installment of Rent by the end of the Second Extended Term, Tenant shall pay one hundred five percent (105%) of the Monthly Installment of Rent in effect under the Lease as of the case may be; and (ii) Provided it delivers a end of the Second Extended Term for the Renewal Notice to VGE at least three (3) months prior Term until the Monthly Installment of Rent is determined as provided herein. Upon such determination, Landlord and Tenant shall make the appropriate adjustments to the expiry payments between them, including the reimbursement of any credit that may be due for the Monthly Installment of Rent actually paid by Tenant which is higher than the final Monthly Installment of Rent for the Renewal Term determined in accordance with the procedures set forth herein for such period. For the avoidance of doubt, the parties consent to the jurisdiction of any appropriate court to enforce the arbitration provisions of this subsection and to enter judgment upon the decision of the then arbitrator. 01/24/2018 (R F INDUSTRIES LTD) Source (g)Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Renewal Term. The Premises shall be tendered on the Renewal Commencement Date in “as-is” condition. 01/24/2018 (R F INDUSTRIES LTD) Source 2.4.1.Subject to Section 2.4.2 below, this Agreement shall automatically renew on the same terms and conditions hereof for consecutive two additional one (21) year periods thereafter without any further act on the part of either Party terms (which shall start January 1 and end December 31) (each, an “Evergreen a Renewal Term) unless MOKO provides IML written notice of ▇▇▇▇’s intention not to renew at least 120 days before the expiration of a Renewal Term (the Renewal Notice Date); provided, however, that in no event shall order for the term Agreement to renew as described herein, MOKO must (i) not be in material breach of the Agreement, and (ii) pay to IML for each Renewal Term the greater of (A) the Renewal Fee for such year as provided in Schedule 1 Item 7 (the Renewal Fee), or (B) a [********] percent ([********] %) share of the Net Revenue earned by REC*IT during such Renewal Term (the Revenue Share). For purposes of this Agreement be renewed for Agreement, Net Revenue means the succeeding Evergreen net Revenue of REC*IT related to College Activities as determined in accordance with U.S. Generally Accepted Accounting Principals. If ▇▇▇▇ chooses to renew, then MOKO shall pay the Renewal Term if and Fee to the extent either Party delivers to the other written notice of its intent to not so renew this Agreement IML thirty (the “Notice of Nonrenewal”) at least sixty (6030) days prior in advance of such Renewal Term. If, at the conclusion of such Renewal Term, the Revenue Share exceeds the Renewal Fee, then MOKO shall pay to IML the difference between the Revenue Share and the Renewal Fee within thirty (30) days of the end of any such Evergreen Renewal Term (as the case may be)(together, the Conditional Renewal Term and Evergreen Renewal Term shall be referred to as the “Renewal Terms”); provided, further, that in no event shall either Party have the right to deliver a Notice of Nonrenewal if and to the extent VIASPACE’s Net Sales exceed Five Million Dollars ($5,000,000) during the first applicable Evergreen Renewal Term; Eight Million Dollars . MOKO will provide to IML a Net Revenue report with each Revenue Share payment. 10/31/2016 ($8,000,000Moko Social Media Ltd) during the second applicable Evergreen Renewal Term and Ten Million Dollars ($10,000,000) during the third and subsequent Evergreen Renewal Terms, and to the extent any such Notice of Nonrenewal is delivered by VGE, the Commercial License shall convert to a nonexclusive license in those countries in which VIASPACE is engaged actively in the commercialization of GKG.Source 4.2

Appears in 1 contract

Sources: Lease Agreement