Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.
Appears in 3 contracts
Sources: Commercial Lease, Commercial Lease (Globoforce LTD), Commercial Lease (Globoforce LTD)
Security Deposit. Upon execution Tenant hereby deposits with Landlord the sum of $9,955.00 (hereinafter referred to as “Collateral”), as security for the prompt, full and faithful performance by Tenant of each and every provision of this Lease and of all obligations of Tenant hereunder. No interest shall be paid to Tenant on the Collateral, and Landlord shall have the right to commingle the Collateral with Landlord’s other funds. If Tenant fails to perform any of its obligations hereunder, Landlord may use, apply or retain the whole or any part of the Collateral for the payment of (a) any rent or other sums of money which Tenant may not have paid when due, (b) any sum expended by Landlord on Tenant’s behalf in accordance with the provisions of this Lease, and/or (c) any sum which Landlord may expend or be required to expend by reason of Tenant’s default, including, without limitation, any damage or deficiency in or from the reletting of the Premises as provided in Paragraph 21. The use, application or retention of the Collateral, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law (it being intended that Landlord shall not first be required to proceed against the Collateral) and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the Collateral is used, applied or retained by Landlord for the purposes set forth above, T▇▇▇▇▇ agrees, within ten days after the written demand therefor is made by Landlord, to deposit cash with the Landlord in an amount sufficient to restore the Collateral to its original amount. If Tenant shall deposit fully and faithfully comply with Landlord the amount all of the Security Deposit specified on [Page One], provisions of this Lease. The Security Deposit will , the Collateral, or any balance thereof, shall be returned to Tenant without interest upon after the expiration of the Term or upon any later date after which T▇▇▇▇▇ has vacated the Premises. In the absence of evidence satisfactory to Landlord of any permitted assignment of the Leaseright to receive the Collateral, provided or of the remaining balance thereof, Landlord may return the same to the original Tenant, regardless of one or more assignments of Tenant’s interest in this Lease or the Collateral. In such event, upon the return of the Collateral, or the remaining balance thereof to the original Tenant, Landlord shall be completely relieved of liability under this Paragraph 24 or otherwise with respect to the Collateral. Tenant acknowledges that L▇▇▇▇▇▇▇ has paid all amounts due under the right to transfer or mortgage its interest in the Land and the Building and in this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇T▇▇▇▇▇ agrees that in the event of any such transfer or mortgage, Landlord shall have the right to look solely at transfer or assign the successor/owner for repayment of the same. Notwithstanding anything Collateral to the contrary in the paragraph above, in lieu transferee or mortgagee. Upon written acknowledgement of a cash Security Deposit, Tenant may deliver the Security Deposit in the form transferee’s or mortgagee’s receipt of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation noticesuch Collateral, Landlord may immediately draw upon shall thereby be released by Tenant from all liability or any part obligation for the return of the Letter of Credit such Collateral and Tenant shall provide Landlord with an additional irrevocable stand-by letter look solely to such transferee or mortgagee for the return of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇Collateral. The irrevocable stand-Collateral shall not be mortgaged, assigned or encumbered in any manner whatsoever by Letter Tenant without the prior written consent of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.
Appears in 3 contracts
Sources: Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp)
Security Deposit. Upon Sublessee will deposit with the Sublessor upon the execution of this Lease, Tenant shall Sublease a security deposit with Landlord (the "Security Deposit") in the amount of Two Hundred Forty-Three Thousand, Two Hundred Fifty-Two and 00/100 Dollars ($243,252.00) to be held by Sublessor for the Security Deposit specified on [Page One], duration of this LeaseSublease as security for the full performance by Sublessee of all the obligations on the part of Sublessee hereunder. The Security Deposit will shall, at the option of Sublessee, be returned in the form of either cash or an irrevocable demand letter of credit (the "Letter of Credit"), in form and substance reasonably acceptable to Tenant Sublessor, issued by Fleet Bank, N.A. or other FDIC-insured banking institution reasonably acceptable to Sublessor (the "Issuing Bank").
a. If the Security Deposit, or any portion thereof, is in the form of cash, Sublessor shall hold the same without liability for interest upon or to segregate such cash from Sublessor's other funds. Sublessee shall not mortgage, pledge, grant a security interest in, or otherwise encumber the expiration of Security Deposit. Sublessor shall have the Term of the Leaseright from time to time, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under without prejudice to any provision of this Leaseother remedy Sublessor may have on account thereof, and after the expiration of any applicable cure period, Landlord may to apply allsuch Security Deposit, or any part of the Security Deposit thereof, to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon Sublessor's damages arising from any sale or other conveyance of the Building, Landlord may transfer the Security Deposit default (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to ) on the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of CreditSublessee. If any portion of the Security Deposit is so usedUpon such application, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which Sublessee shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to promptly restore the Security Deposit to its required original amount. Upon the full performance by Sublessee of its obligations hereunder, the Security Deposit, or such amount pursuant that shall be remaining after application of the same hereunder, shall be returned by Sublessor to Sublessee upon the expiration or earlier termination of this Section 8Sublease and surrender of possession of the Premises by Sublessee to Sublessor at such time. Tenant’s failure to replenish If the Security Deposit is in the form of a Letter of Credit, such Letter of Credit shall, throughout the Term, be in full force and in compliance with the terms of this Sublease. Sublessee shall constitute not mortgage, pledge, grant a failure to pay Additional Rent and Tenant security interest in, or otherwise encumber the Letter of Credit or the proceeds of the same. Sublessor shall have ten the right from time to time, without prejudice to any other remedy Sublessor may have on account thereof, to draw on the Letter of Credit and apply the proceeds, or any part thereof, to Sublessor's damages arising from any default (10beyond applicable notice and cure periods) on the part of Sublessee. Upon such application, Sublessee shall promptly restore the Security Deposit to its original amount by either delivering cash or a new Letter of Credit complying with the provisions hereof to Sublessor. In addition, in the event that (i) Sublessor shall transfer its interest under the Main Lease to a third party and the Issuing Bank does not consent to the transfer of Sublessor's beneficial interest to such third party or issue a replacement Letter of Credit in identical form to such third party, or (ii) such Letter of Credit will expire by its terms prior to the end of the Term, and Sublessee fails to provide a substitute Letter of Credit at least thirty (30) days from prior to such expiration, then Sublessor may draw on the date Letter of notice Credit. Any portion of the proceeds of the Letter of Credit not applied to cure such default.a default by Sublessee hereunder, shall be held by Sublessor as a cash Security Deposit pursuant to the provisions of subparagraph A above, unless Sublessee shall deliver to Sublessor a new Letter of Credit complying with the provisions hereof, in which event the unapplied cash proceeds shall be promptly returned to
Appears in 2 contracts
Sources: Sublease Agreement (Color Kinetics Inc), Sublease Agreement (Smartbargains, Inc.)
Security Deposit. Upon If, in Section 1.2 hereof, a security deposit is specified, Tenant, at its expense, shall deliver to Landlord, on the date of execution and delivery of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter Letter of credit, in a form acceptable to Landlord, and Credit issued by a and drawn upon any commercial bank reasonably acceptable to Landlord with a banking office in Boston or New York (hereinafter referred to as the “Letter of Credit”"Issuing Bank") as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The which Letter of Credit shall (i) name Landlord as beneficiary thereof, (ii) have a term of not less than one (1) year, (iii) be unconditional, irrevocable, transferable, payable in the original amount equal to Tenant upon presentment of original $550,000 and subject to the issuer reduction as provided in person or by courier, in partial or full drawsSection 1.2 hereof, and (iiiv) contain otherwise be in form and content satisfactory to Landlord. The Letter of Credit shall, in any event, provide that:
(1) The Issuing Bank shall pay to Landlord an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject amount up to the permitted date face amount of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides upon presentation of a statement from Landlord with that a cancellation noticeDefault of Tenant has occurred, specifying the nature of such Default and a demand for payment in the amount to be drawn and notice of such presentation shall be delivered simultaneously to Tenant;
(2) The Letter of Credit shall be deemed to be automatically renewed, without amendment, for consecutive periods of one year each and shall have a final expiry date of not earlier than January 31, 2005, unless the Issuing Bank sends written notice (hereinafter called the "Non-Renewal Notice") to Landlord may immediately both by Federal Express or another recognized national or regional courier and by certified or registered mail, return receipt requested, not less than sixty (60) days next preceding the then expiration date of the Letter of Credit, that it elects not to have such Letter of Credit renewed;
(3) Landlord, after receipt of the Non-Renewal Notice, shall have the right, exercisable by a demand for payment draft only, to draw upon the Letter of Credit and receive the proceeds thereof (which shall be held by Landlord as a cash deposit pursuant to the terms of this Section 14.17 pending the replacement of such Letter of Credit or applied as permitted by the terms of this Section 14.17); and
(4) Upon Landlord's sale or other transfer of the Building, or Landlord's interest therein, or a leasing of the Building, the Letter of Credit shall be transferable by Landlord and Landlord shall thereupon be released by Tenant from all liability for the return of such Letter of Credit. In such event, Tenant agrees to look solely to the new Landlord for the return of said Letter of Credit. Tenant shall execute such documents as may be necessary to accomplish such transfer or any part assignment of the Letter of Credit and shall pay any transfer fees of the Issuing Bank. Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees covenants that it will not assign or costs charged by the issuer in connection with encumber, or attempt to assign or encumber, the Letter of Credit or proceeds thereof and that neither Landlord nor its successors or assigns shall be paid bound by ▇▇▇▇▇▇any such assignment, encumbrance, attempted assignment, or attempted encumbrance. The irrevocable stand-by If Landlord determines that the financial condition of the Issuing Bank has so declined as to cause concern that the Issuing Bank may not honor a draw on its Letter of Credit and provides Tenant with notice of the same, Tenant shall remain effective through promptly obtain a replacement Letter of Credit complying with the date that is sixty (60) days following terms hereof from another commercial bank acceptable to Landlord. Landlord shall have the expiration date this Lease. If Tenant defaults with respect right from time to time without prejudice to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, other remedy Landlord may draw upon all have on account thereof, to apply such deposit, or any part thereof, to Landlord's damages arising from, or to cure, any Default of Tenant’s . If Landlord shall so apply any or all of such deposit, Tenant shall promptly deposit with Landlord the amount applied to be held as security hereunder or obtain a replacement Letter of Credit in such amount conforming with the other requirements of this Section 14.17. Provided that no Default of Tenant then exists, Tenant may, in each Lease Year of the Lease Term beginning with the Lease Year commencing June 15, 2000, substitute for the Letter of Credit then held by Landlord, a replacement Letter of Credit in the amount required to be posted as a Security Deposit for the next succeeding Lease Year as set forth in Section 1.2 hereof, it being understand that Landlord shall not be obligated to return any Letter of Credit in its possession until Tenant has delivered a substitute Letter of Credit in the amount required pursuant to Section 1.2 hereof for such applicable Lease Year. Provided Landlord has had delivered to it by Tenant a substitute Letter of Credit in the applicable amount and otherwise conforming with the other requirements of this Section 14.17, Landlord shall immediately return to Tenant any Letter of Credit for which replacement or substitution has been made by Tenant in accordance with this Section 14.17. Provided that no Default of Tenant then exists, Landlord shall return the Letter of Credit, or so much thereof as shall have theretofore not been applied in accordance with the terms of this Section 14.17, to Tenant on the expiration or earlier termination of the Lease Term and surrender of possession of the Premises by Tenant to Landlord at such time. While Landlord holds as a cash deposit the proceeds resulting from a draw having been made upon the Letter of Credit, Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord's other funds. If Landlord conveys Landlord's interest under this Lease, the cash deposit, or any portion part thereof not previously applied, may be turned over by Landlord to Landlord's grantee, and, if so turned over and receipt of such cash deposit is acknowledged by Landlord's grantee, Tenant agrees to look solely to such grantee for proper application of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter deposit in accordance with the terms of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 814.17, and the return thereof in accordance herewith. Tenant’s failure The holder of a mortgage shall not be responsible to replenish Tenant for the Security Deposit shall constitute a failure return or application of any such cash deposit, whether or not it succeeds to pay Additional Rent and Tenant the position of Landlord hereunder, unless such cash deposit shall have ten (10) days from the date of notice to cure been received in hand by such defaultholder.
Appears in 2 contracts
Sources: Lease Agreement (Firepond Inc), Lease Agreement (Firepond Inc)
Security Deposit. Upon execution of this Lease, (a) Tenant shall deposit with Landlord on the amount signing of this Lease the Security Deposit specified as defined in the Preamble for the full and faithful performance of Tenant's obligations under this Lease, including, without limitation, the surrender of possession of the Premises to Landlord as herein provided. If Landlord applies any part of said Security Deposit to cure any default of Tenant, Tenant shall, on [Page One]demand, deposit with Landlord the amount so applied so that Landlord shall have the full Security Deposit on hand at all times during the Term. Landlord,in the event that the Demised Premises are sold, shall transfer and deliver the Security Deposit, as such,to the purchaser of the Demised Premises and shall notify Tenant thereof, and thereupon Landlord shall be discharged from any further liability in reference thereto. The Security Deposit (less any portions thereof used, applied or retained by Landlord in accordance with the provisions of this Paragraph 16), which need not be placed in any separate account of Landlord, shall be returned to Tenant, without interest, within thirty (30) days after the expiration or sooner termination of this Lease without the fault of Tenant and after delivery of the entire Premises to Landlord in accordance with the provisions of this Lease. The Tenant covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and Landlord shall not be bound by any such assignment, encumbrance or attempt thereof.
(b) Three (3) months prior to the Termination Date, the Landlord will be returned obtain an irrevocable letter of credit in favor of Tenant to Tenant without interest upon secure its obligation to return the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due Security Deposit as required under this Lease and has otherwise performed all obligations hereunderLease. In the event that the Landlord fails to do so, the Tenant defaults shall have the right of setoff equal to an amount not to exceed the Security Deposit against the payment of Fixed Basic Rent and Additional Rent for the last three (3) months of the term of this Lease. In the event of the insolvency of Tenant, or in the event of the entry of a bankruptcy judgment in any court against Tenant which is not discharged within thirty (30) days after entry, or in the event a petition is filed by or against Tenant under any provision chapter of the bankruptcy laws of the State of New Jersey or the United States of America, then in such event, Landlord may require Tenant to deposit additional security, to be held by Landlord pursuant to the terms of this Lease, and after the expiration in an amount which in Landlord's sole judgment reasonably exercised would be sufficient to adequately assure Tenant's performance of any applicable cure period, Landlord may apply all, or any part all of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of obligations under this Lease beyond applicable notice and cure periodsincluding all payments subsequently accruing. Failure of Tenant to deposit the security required by this Paragraph, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after Landlord's written demand from Landlorddemand, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date material breach of notice to cure such defaultthis Lease by Tenant.
Appears in 2 contracts
Sources: Lease Agreement (Infocrossing Inc), Lease Agreement (Computer Outsourcing Services Inc)
Security Deposit. Upon execution of this Lease, (a) The sum which is set forth in Section 1.04 which Tenant shall deposit has deposited with Landlord is security for the amount full and faithful performance by Tenant of the Security Deposit specified on [Page One], of all its obligations under this Lease or in connection with this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration If an Event of the Term of the Lease, provided that ▇▇▇▇▇▇ Default (as herein defined) has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure periodoccurred, Landlord may use, apply all, or retain the whole or any part of the Security Deposit in such order and in such combination as Landlord elects, for the payment of (i) Rent or any other sums of money which Tenant may not have paid or which may become due after the occurrence of the Event of Default; (ii) intentionally omitted; or (iii) any sum which the Landlord may expend or be required to amounts owed expend by Tenantreason of such Event of Default, including any damages or deficiency in the reletting of the Demised Premises in connection with Article XVI hereof. In the event case of every such application or retention during the Lease Term, Tenant shall, within fifteen (15) days after demand, pay to Landlord elects a sum equal to apply that so applied or retained, which shall be added to the Security Deposit so that the same shall be restored to its original amount. Landlord may use, apply or retain the whole or any part of the Security Deposit for the repair of damage to the Demised Premises upon Tenant’s surrender of the Demised Premises on the Expiration Date (as well as any sums reimbursable to Landlord by Tenant due to Tenant’s failure to surrender the Demised Premises on the Expiration Date as provided in this Lease). The use, application or retention of the Security Deposit or portion thereof by Landlord shall not prevent Landlord from exercising any other right or remedy provided for abovehereunder or at law and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.
(b) The Security Deposit shall bear no interest; and if legally permissible, Landlord shall be entitled to commingle the Security Deposit with Landlord’s other funds.
(c) If Tenant shall promptly restore such fully and faithfully comply with all of the provisions of this Lease, the Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days after the Expiration Date or upon any later date after which Tenant has vacated the Demised Premises. In the absence of evidence reasonably satisfactory to Landlord of any assignment of the right to receive the Security Deposit or the remaining balance thereof, Landlord may return the Security Deposit to the original amountTenant regardless of one or more assignments of Tenant’s interest in such Security Deposit. Landlord mayIn such event, at its discretion, commingle upon the return of such funds with its other funds, Upon any sale Security Deposit or other conveyance of balance thereof to the Buildingoriginal Tenant, Landlord may transfer shall be completely relieved of liability hereunder.
(d) Tenant covenants and agrees that it shall not assign, pledge, hypothecate, mortgage or otherwise encumber the Security Deposit (or any amount during the term of the Security Deposit remaining) to Lease, except in connection with a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies permitted assignment of this Lease. .
(e) The Letter of Credit shall (i) Security Deposit may be unconditional, irrevocable, transferable, payable transferred to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any purchaser of Landlord’s rights interest in the Building or remedies hereunderthe Property (provided that Landlord gives Tenant the name and address of such transferee), if the bank issuing the Letter of Credit provides Landlord with a cancellation noticeand upon such transfer, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter relieved of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults any obligation with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultthereto.
Appears in 2 contracts
Sources: Lease Agreement (Agile Therapeutics Inc), Lease Agreement (Agile Therapeutics Inc)
Security Deposit. Upon (a) Simultaneously with the execution and delivery of this Lease, Tenant shall deposit deliver to Landlord the Security Deposit, which shall be in the form of cash or a letter of credit which satisfies the conditions of Section 2.5(b) (“Letter of Credit”). Upon such delivery, Landlord shall remit to Tenant the lesser of (i) the actual cost paid by Tenant for the Letter of Credit, as supported by evidence reasonably satisfactory to Landlord, or (ii) $20,000.
(b) If the Security Deposit is in the form of a Letter of Credit, such Letter of Credit must satisfy all of the following conditions: (i) the Letter of Credit must be in the exact form attached hereto as Exhibit E, or in such other form as Landlord may have approved, with an expiration date not less than one (1) year after the date of the Letter of Credit; (ii) the beneficiary of the Letter of Credit must be Landlord or Landlord’s designee; (iii) the Letter of Credit must be irrevocable, unconditional and transferable one or more times without charge; and (iv) the Letter of Credit must by issued by Silicon Valley Bank or another bank reasonably satisfactory to Landlord. If, at any time, the issuer of the Letter of Credit gives notice of its election not to renew, extend and/or reissue the Letter of Credit, then Tenant shall, by the earlier of (A) thirty (30) days after such notice or (B) five (5) Business Days prior to the expiration of the term of the Letter of Credit, deliver to Landlord (1) a replacement Letter of Credit satisfying all of the above conditions or (2) cash in the full amount of the expiring Letter of Credit; and if Tenant fails to timely deliver to Landlord a replacement Letter of Credit as provided above or cash in the full amount of the expiring Letter of Credit, such failure shall constitute an Event of Default and, in addition to any other rights which Landlord might have by reason of such Event of Default, Landlord may draw on the Letter of Credit and hold the proceeds of such drawing as the Security Deposit. If (x) any proceedings under the Bankruptcy Code, receivership or any insolvency law are instituted with the issuer of the Letter of Credit as debtor or (y) the bank issuing the Letter of Credit is taken over by the Federal Deposit Insurance Corporation, the Resolution Trust Corporation or a similar entity, then Landlord may draw on the Letter of Credit and hold the proceeds of such drawing as part of the Security Deposit, unless Tenant either provides cash in lieu of the Letter of Credit or provides a new Letter of Credit issued by a bank reasonably satisfactory to Landlord.
(c) The amount of the Security Deposit shall be subject to reduction as provided in this Section 2.5(c). The initial amount of the Security Deposit upon execution and delivery of this Lease shall be $2,100,000. At such time, if any, on or after the date of this Lease as Tenant receives an additional equity investment representing cash on its balance sheet of not less than and provides to Landlord evidence of such equity investment reasonably satisfactory to Landlord, provided that there does not then exist an Event of Default or fact or circumstance which, with the passage of time, the giving of notice or both, could become an Event of Default, and provided further that Tenant has then paid to Landlord the first monthly installment of Base Rent in the amount of $ the amount of the Security Deposit specified on [Page One]shall be reduced to $ (such reduction being called the “First Reduction”). As of the date which is thirty (30) months after the Commencement Date, provided that Landlord has previously qualified for the First Reduction and there does not then exist an Event of this LeaseDefault or fact or circumstance which, with the passage of time, the giving of notice or both, could become an Event of Default, the amount of the Security Deposit shall be reduced from $ to $ (such reduction being called the “Second Reduction”). As of the date which is forty-two (42) months after the Commencement Date, provided that Landlord has previously qualified for the First Reduction and the Second Reduction and there does not then exist an Event of Default or fact or circumstance which, with the passage of time, the giving of notice or both, could become an Event of Default, the amount of the Security Deposit shall be reduced from $ to $ . If, upon any reduction in the amount of the Security Deposit as provided above, the Security Deposit is then in the form of a Letter of Credit, then such reduction in the amount of the Security Deposit shall be accomplished by Tenant causing the Issuing bank to issue (i) a replacement Letter of Credit in an amount reflecting the reduced amount of the Security Deposit, whereupon Landlord shall return the replaced Letter of Credit to the issuing bank, or (ii) an amendment of the Letter of Credit reflecting the reduced amount of the Security Deposit.
(d) The Security Deposit will be returned to is security for the faithful performance and observance by Tenant without interest upon the expiration of the Term terms, provisions and conditions of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderis not an advance payment of rent. In the event that Tenant defaults under any provision If an Event of this Lease, and after the expiration of any applicable cure periodDefault occurs, Landlord may use, apply all, or retain the whole or any part of the Security Deposit to amounts owed the extent required for payment of any Base Rent, Additional Rent, or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by Tenantreason of the occurrence of an Event of Default, including, but not limited to, any damage or deficiency accrued before or after summary proceedings or other re-entry by Landlord, including the costs of such proceeding or re-entry and further including, without limitation, reasonable attorney’s fees. In Landlord shall always have the event Landlord elects right to apply the Security Deposit Deposit, or any part thereof, as provided for aboveaforesaid, Tenant shall promptly restore such Security Deposit without prejudice to the original amount. Landlord mayany other remedy or remedies, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, which Landlord may transfer have, or Landlord may pursue any other such remedy or remedies in lieu of applying the Security Deposit (or any amount of part thereof. No interest shall be payable on the Security Deposit remaining) and Landlord shall have the right to a successor/ownercommingle the Security Deposit with other funds of Landlord, and ▇▇▇▇▇▇ agrees to look solely at but Landlord shall keep the successor/owner for repayment Security Deposit free from the claims of the sameLandlord’s creditors. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver If Landlord shall apply the Security Deposit in the form of an unconditionalwhole or in part, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide pay to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an the amount sufficient so applied to restore the Security Deposit to its required amount pursuant original amount. Because elements of Additional Rent may be subject to this Section 8. Tenant’s failure annual reconciliation based on actual amounts determined to replenish be due, in addition to the other rights provided herein to Landlord regarding the Security Deposit, Landlord shall have the right, in its discretion, upon the end of the Lease and delivery of the Premises in accordance with the terms hereof, to hold a portion of the Security Deposit shall constitute a failure equal to no more than twenty percent (20%) of any estimated amounts previously payable by Tenant in respect of Additional Rent for the preceding Lease Year until completion of such reconciliation (but in no event more than ninety (90) days after expiration of the Lease Term), at which time Landlord has the right to deduct any amounts then determined to be due from the remaining Security Deposit and return any balance of the Security Deposit to Tenant; provided, however, that Landlord may not withhold from the Security Deposit an amount greater than the amount which Landlord reasonably estimates will be owing by Tenant upon completion of such reconciliation. If the remaining Security Deposit is not sufficient to pay Additional Rent Tenant’s obligations hereunder, Tenant shall pay the same within thirty (30) days of billing from Landlord. In the event of a sale or other transfer of the Project, or leasing of the entire Project including the Premises subject to Tenant’s tenancy hereunder, Landlord shall transfer the Security Deposit then remaining at no additional cost to Tenant to the vendee or lessee, such vendee or lessee shall thereupon become entitled to the rights and subject to the obligations of the landlord under this Lease (including the obligations with respect to the Security Deposit), and Landlord shall thereupon be released from all liability for the return of such Security Deposit to Tenant. In such event, Landlord shall cause the transferee of the Security Deposit to issue a written acknowledgement of receipt thereof and Tenant shall have ten (10) days from the date agrees after receipt of such notice to cure look solely to the new landlord for the return of the Security Deposit then remaining. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such defaultassignment, encumbrance, attempted assignment or attempted encumbrance.
Appears in 2 contracts
Sources: Sublease Agreement (Genocea Biosciences, Inc.), Sublease Agreement (Genocea Biosciences, Inc.)
Security Deposit. Upon execution of this Lease, Tenant Sublessee shall deposit with Landlord the amount of Sublessor the Security Deposit specified on [Page One]in accordance with the provisions of Section 1 above as security for the full and faithful performance by Sublessee of all of the terms, covenants and conditions of this LeaseSublease upon Sublessee’s part to be performed. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to If Sublessor shall apply the Security Deposit as provided for abovein whole or in part, Tenant shall promptly restore such Security Deposit Sublessee shall, upon demand, pay to Sublessor the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient applied to restore the Security Deposit to its required amount original amount. If the Security Deposit is paid in cash, all interest and earnings shall by payable to Sublessee annually in arrears on September 1 of each year (and pending such disbursement shall be considered part of the deposit as accrued) and shall be held in a liquid account or an account that can be liquidated without forfeiture of principal at a bank or alternative institutional depository in Boston selected by Sublessor. In lieu of depositing cash pursuant to this Section 8Section, Sublessee may deliver to Sublessor an unconditional and irrevocable letter of credit in favor of Sublessor, in the form attached as Exhibit C to this Sublease, drawn upon a bank as Sublessor may approve, for the principal sum of $126,594.96 as security for the faithful performance and observance by Sublessee of the terms, provisions, and conditions of this Sublease. Tenant’s failure So long as Sublessee is not in default under any of the terms, provisions, and conditions of this lease after notice and beyond any applicable cure period, Sublessor will return the letter of credit to replenish Sublessee, and it may be canceled or permitted to expire at the expiration of this Sublease. If the term of any letter of credit held by Sublessor will expire prior to the expiration date of the term of this Sublease, and it is not extended or a new letter of credit for an extended period of time is not substituted within thirty (30) days prior to the expiration date of the letter of credit, then Sublessor may make demand for the principal amount of the letter of credit and hold such funds as if a cash Security Deposit was being held in accordance with the terms of this Section. At any time that Sublessee is in default under the terms of this Sublease after notice and beyond any applicable cure period, Sublessor may make demand for the principal amount of the letter of credit, and hold such funds as if a cash Security Deposit was being held in accordance with the terms of this Section. Upon written request therefor from Sublessee after the expiration of the Sublease Term (and in any event within thirty (30) days following the expiration of the Sublease Term), Sublessor shall return to Sublessee any balance of the Security Deposit not otherwise applied by Sublessor. The provisions of this Section shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from survive the date expiration or earlier termination of notice to cure such defaultthis Sublease.
Appears in 2 contracts
Sources: Sublease (Flex Pharma, Inc.), Sublease (Flex Pharma, Inc.)
Security Deposit. Upon (a) Concurrently with Tenant’s execution of this the Lease, Tenant shall deliver to Landlord either a cash deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph aboveor, in lieu of a cash Security Depositdeposit, Tenant may deliver the Security Deposit in the form of an irrevocable, unconditional, clean, irrevocable standby letter of credit, in a form acceptable the amount of One Hundred Ninety-three Thousand Eight Hundred Eighty-seven Dollars ($193,887) as security for the full and faithful performance of each and every term, covenant and condition of this Lease (the “Security Deposit). Any such letter of credit, together with any renewal or replacement letters of credit delivered or to Landlordbe delivered by Tenant, and issued by a bank reasonably acceptable shall be referred to Landlord (herein collectively as the “Letter of Credit.” The Letter of Credit shall name Landlord as beneficiary and shall be issued by a national money center bank with an office in the San Francisco Bay area, California (the “Issuer”). The final form of the Letter of Credit, the identity of the Issuer, and the form of any replacement Letter of Credit shall be subject to Landlord’s approval. Landlord shall hold the Security Deposit as security for the full and faithful performance of Tenant’s obligations under this Lease, it being expressly understood and agreed that the Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in the event of Tenant’s default.
(b) The Letter of Credit shall be for an initial term of not less than twelve (12) months and shall be maintained in force at all times from issuance through thirty (30) days following the expiration or earlier termination of this Lease. If Tenant fails to deliver a replacement Letter of Credit to Landlord at least thirty (30) days prior to the expiration date of an outstanding Letter of Credit, Landlord shall have the right, in addition to any other remedies available to Landlord, to draw down all or part of the current Letter of Credit and to hold the proceeds thereof as security, provided a cash Security Deposit without the payment of any interest to Tenant. Drawing upon the Letter of Credit shall be delivered conditioned only upon presentation of the original Letter of Credit to the Issuer accompanied by a certified statement from Landlord with executed copies that Landlord is entitled to draw upon the Letter of this Credit pursuant to the terms of the Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, transferable by the beneficiary and any transfer fee payable to Tenant upon presentment the Issuer shall be paid by Tenant. The Letter of original to Credit shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant. The use, application or retention of the issuer in person Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by courierlaw, in partial or full drawsit being intended that Landlord shall not first be required to proceed against the Letter of Credit, and such use, application or retention shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.
(iic) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis Upon the occurrence of any default by Tenant under this Lease, regardless of whether Tenant has filed a petition in bankruptcy under the federal bankruptcy laws, or if Tenant, following the filing of any such petition, rejects this Lease, then Landlord may (subject to the permitted date of termination set forth belowbut shall not be required to) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing draw upon the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit so much thereof as provided below. Any and all fees or costs charged by the issuer is necessary in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect Landlord’s determination to any provision of this Lease beyond applicable notice and cure periodsTenant’s default, including but not limited to the provisions relating to the payment of Rentany Rent or other sum then due and unpaid, Landlord may draw upon all or and the repair of any part of damage to the Premises caused by Tenant’s Letter of Credit. If any portion of the Security Deposit Letter of Credit is so used, applied, or retaineddrawn upon by Landlord for such purposes, Tenant will shall, within ten (10) business days after written demand by Landlord, deposit a replacement Letter of Credit with Landlord in the amount of the original Letter of Credit. Tenant’s failure to do so shall be a material breach of this Lease. Tenant shall not, however, be required to provide Landlord with a replacement Letter of Credit if the Letter of Credit is drawn upon by Landlord solely as a result of a bankruptcy by Tenant and not as a result of any other default by Tenant (i.e., no Rent or other charges are currently due and outstanding under this Lease. In the event that Landlord draws upon the Letter of Credit solely due to Tenant’s failure to renew the Letter of Credit at least thirty (30) days before its expiration (i) such failure to renew shall not constitute a default hereunder and (ii) Tenant shall at any time thereafter be entitled to provide Landlord with a replacement Letter of Credit that satisfies the requirements hereunder, at which time Landlord shall return the cash proceeds of the original Letter of Credit drawn by Landlord. If Landlord so uses or applies all or any portion of any cash Security Deposit, then within ten (10) days after written demand from Landlord, provide to therefor Tenant shall deposit cash with Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. the full extent of the above amount, and Tenant’s failure to replenish do so shall be a default under this Lease. Provided that Tenant is not then in default under this Lease, the Letter of Credit, or any cash Security Deposit, if applicable, shall be returned to Tenant within thirty (30) days after the date which is the later of the expiration of the Term hereof and the date Tenant has surrendered the Premises in accordance with the terms of this Lease.
(d) Landlord may use, apply or retain the whole or any part of the Security Deposit as may be reasonably necessary (i) to remedy Tenant’s default in the payment of any Rent, (ii) to repair damage to the Premises that is caused by Tenant, (iii) to clean the Premises upon termination of this Lease, (iv) to reimburse Landlord for the payment of any amount which Landlord may reasonably spend or be required to spend by reason of Tenant’s default, or (v) to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default including without limitation, those damages provided for in California Civil Code Section 1951.2 and any successor statutes providing for damages in the event of the termination of a lease due to a default by the tenant thereunder, and those damages provided by other provision of applicable law now or hereafter in force or provided for in equity. As a material part of the consideration given by Tenant to Landlord to induce Landlord to enter into this Lease, Tenant waives the provisions of California Civil Code Section 1950.7, and all other provisions of law now in force or that become in force after the date of the execution of this Lease, that provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant, or to clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the acts or omissions of Tenant or Tenant’s officers, agents, employees, independent contractors or invitees.
(e) No part of the Security Deposit shall constitute a failure be considered to pay Additional Rent be held in trust, to bear interest or another increment for its use, or to be prepayment for any moneys to be paid by Tenant under this Lease. In the event Landlord transfers its interest in this Lease, Landlord shall transfer the then remaining amount of the Security Deposit to Landlord’s successor in interest, and Tenant thereafter Landlord shall have ten (10) days from the date of notice no further liability to cure Tenant with respect to such defaultSecurity Deposit.
Appears in 2 contracts
Sources: Lease Agreement (Aerohive Networks, Inc), Lease Agreement (Aerohive Networks, Inc)
Security Deposit. Upon execution Section 35.1. Tenant has deposited with Landlord on the signing of this Lease the Security Deposit either by cash or by Letter of Credit (as defined and further described in Section 35.2), as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. Tenant agrees that in the event (i) of the occurrence of an Event of Default or (ii) Tenant has defaulted in the performance of any of its obligations under this Lease, including the payment of any item of Rental, and the transmittal of a Notice of default by Landlord is barred by applicable law, Landlord may draw the applicable portion of the cash Security Deposit or the entire amount of the Letter of Credit and use, apply or retain the whole or any part of such proceeds, to the extent required for the payment of any Fixed Rent, Escalation Rent, or any other sum as to which Tenant is in default, or for any sum that Landlord may expend or may be required to expend by reason of the default (including any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord). If Landlord applies or retains any portion or all of the proceeds of the Security Deposit, Tenant shall deposit with Landlord forthwith restore the amount so applied or retained by delivering additional cash or an additional or new Letter of Credit so that, at all times, the amount of the Security Deposit specified shall be the amount set forth on [Page One]the Reference Page. Provided there is no uncured default upon the expiration or sooner termination of this Lease, any balance of the Security Deposit held by Landlord and not used, applied or retained by Landlord as above provided, and any remaining Letter of Credit, shall be returned to Tenant within 30 days after the Fixed Expiration Date and after delivery of possession of the entire Premises to Landlord in accordance with the terms of this Lease. The If Tenant delivered a cash Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for aboveexecution hereof, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretionany time during the Term, commingle such funds substitute same with its other funds, Upon any sale or other conveyance a Letter of the Building, Landlord may transfer the Security Deposit (or any amount Credit.
Section 35.2. Any Letter of the Security Deposit remaining) to Credit delivered by Tenant shall be a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby and unconditional letter of credit (such letter of credit, in and any replacement thereof as provided herein, is called a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) issued and drawn upon any commercial bank reasonably approved by Landlord (“Issuing Bank”), which Letter of Credit shall have a term of not less than one year, be in form and content satisfactory to Landlord, be for the account of Landlord and be in the amount of the Security Deposit set forth in the Reference Page. Any Issuing Bank that has a combined capital, surplus and undivided profits of at least $500 million and a financial strength rating of at least “A” and a long-term debt rating of at least “Aa”, as securitypublished by ▇▇▇▇▇’▇ Investors Services, provided Inc., or its successor (collectively, the “Issuing Bank Criteria”) is deemed approved. If at any time during the Term, the Issuing Bank does not maintain the Issuing Bank Criteria, then Landlord may so notify Tenant and, unless Tenant delivers a replacement Letter of Credit from another bank meeting the Issuing Bank Criteria within 30 days after receipt of such notice, Landlord may draw the full amount of the Letter of Credit shall be delivered to Landlord and hold the proceeds as a cash security deposit in accordance with executed copies of this Leaseall Laws. The Letter of Credit shall provide that:
(iA) be unconditional, irrevocable, transferable, payable The Issuing Bank shall pay to Tenant upon presentment of original Landlord or its duly authorized representative an amount up to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date face amount of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part presentation of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by a sight draft in the issuer in connection with the amount to be drawn;
(B) The Letter of Credit shall be paid deemed to be automatically renewed, without amendment, for consecutive periods of one year each during the Term, unless the Issuing Bank sends written notice (the “Non-Renewal Notice”) to Landlord by ▇▇▇▇▇▇. The irrevocable stand-by certified or registered mail, return receipt requested, at least thirty (30) days prior to the expiration date of the Letter of Credit, to the effect that it elects not to have such Letter of Credit renewed;
(C) The Letter of Credit delivered in respect of the last year of the Term shall remain effective through the have an expiration date that is of not earlier than sixty (60) days following after the expiration date this LeaseFixed Expiration Date; and
(D) The Letter of Credit shall be transferable by Landlord as provided in Section 35.4.
Section 35.3. If Landlord receives a Non-Renewal Notice and Tenant defaults with respect fails to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s deliver a replacement Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will Credit within ten (10) days after written demand from Landlordthereafter, provide Landlord shall have the right to draw the entire amount of the Letter of Credit and to hold the proceeds as a cash Security Deposit. Landlord shall release such proceeds to Tenant upon delivery to Landlord an additional irrevocableof a replacement Letter of Credit complying with the terms hereof.
Section 35.4. In the event of the sale or lease of the Building or the Real Property, stand-Landlord shall have the right to transfer the Security Deposit on notice to Tenant, without charge for such transfer, to the purchaser or lessee, and Landlord shall thereupon be released by letter Tenant from all liability for the return of creditsuch Security Deposit. In such event, which Tenant agrees to look solely to the new Landlord for the return of said Security Deposit. It is agreed that the provisions hereof shall be in form and substance satisfactory apply to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore every transfer or assignment made of the Security Deposit to a new Landlord. Tenant shall execute such documents as may be necessary to accomplish such transfer or assignment of the Letter of Credit.
Section 35.5. Tenant covenants that it will not assign or encumber, or attempt to assign or encumber, the Security Deposit held hereunder, and that neither Landlord nor its required amount pursuant successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. In the event that any bankruptcy, insolvency, reorganization or other debtor-creditor proceedings shall be instituted by or against Tenant, its successors or assigns, or any guarantor of Tenant hereunder, the security shall be deemed to be applied to the payment of the Fixed Rent and Additional Rent due Landlord for periods prior to the institution of such proceedings and the balance, if any, may be retained by Landlord in partial satisfaction of Landlord’s damages.
Section 35.6. (A) Tenant has delivered a cash security deposit of $300,000 to CT under the Sublease (the “CT Security”). Pursuant to the Consent, on or before the first day of November in each of 2010, 2011, 2012 and 2013, CT shall deliver a portion of the CT Security equal to $75,000 to Landlord, which amounts shall be included in the Security Deposit and shall be held and disbursed by Landlord in accordance with this Section 8Article 35. If (i) Tenant defaults under the Sublease, (ii) CT uses the CT Security on account of such default and (iii) CT does not deliver the applicable portion of the CT Security to Landlord due to Tenant’s failure to replenish the CT Security Deposit in accordance with the Sublease, such failure by Tenant shall constitute a default under this Lease. Upon the Commencement Date, if Landlord has not received the entire $300,000 CT Security due to Tenant’s default under the Sublease, Tenant shall be obligated to deliver to Landlord any deficiency and Tenant’s failure to pay Additional Rent and Tenant do so shall have ten (10) days from the date of notice to cure such defaultconstitute a default under this Lease.
Appears in 2 contracts
Sources: Lease Agreement (Everyday Health, Inc.), Lease Agreement (Everyday Health, Inc.)
Security Deposit. Upon execution (a) Tenant's Security Deposit, which shall be delivered by Tenant to Landlord, together with the first (1st) month's payment of Base Rent and Equipment Space Rent concurrently with Tenant's delivery to Landlord of this Lease as executed by Tenant, shall be held by Landlord, without liability for interest, as security for the performance of Tenant's obligations under this Lease. Landlord shall not be required to keep the Security Deposit segregated from other funds of Landlord. Tenant shall not assign or in any way encumber the Security Deposit. Upon the occurrence of any default by Tenant (beyond the giving of acceptable notice and the passage of applicable grace periods), Landlord shall have the right, without prejudice to any other remedy, to use the Security Deposit, or portions thereof, to the extent necessary to pay any arrearages in Rent, and any other damage, injury or expense. Following any such application of all or any portion of the Security Deposit, Tenant shall deposit with Landlord pay to Landlord, on demand, the amount of so applied in order to restore the Security Deposit specified on [Page One], of this Lease. The to its original amount (or if the Security Deposit will be returned to is a Letter of Credit, Tenant without interest upon the expiration may either deliver cash, a replacement Letter of the Term Credit, or an additional Letter of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations Credit). Provided Tenant is not in default hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or will return any part unapplied portion of the Security Deposit to amounts owed by Tenant. In Tenant within thirty (30) days following the event Landlord elects later to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance occur of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment the expiration of original to the issuer in person or by courier, in partial or full drawsTerm, and (ii) contain an “evergreen” provision which provides that it Tenant's vacancy of the Premises and Building in accordance with the provisions of this Lease.
(b) If the Security Deposit is automatically renewed on an annual basis (subject to in the permitted date form of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice a Letter of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunderCredit , if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty shall
(60i) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord;
(ii) name Landlord as its beneficiary;
(iii) be drawn on an FDIC insured financial institution satisfactory to the Landlord;
(iv) expressly allow Landlord to draw upon it:
(A) in the event that the Tenant is in default under the Lease by delivering to the issuer of the Letter of Credit written notice that Landlord is entitled to draw thereunder pursuant to the terms of this Lease; or
(B) if Tenant, within sixty (60) days prior to expiration of the Letter of Credit then held by Landlord, fails to provide Landlord with a replacement Letter of Credit meeting the requirements herein;
(v) expressly state that it will be honored by the issuer without inquiry into the accuracy of any such notice or statement made by Landlord;
(vi) expressly permit multiple or partial draws up to the stated amount of the Letter of Credit;
(vii) expressly provide that it is transferable to any successor of Landlord; and
(viii) expire no earlier than sixty (60) days after the Expiration Date (alternatively, the Letter of Credit [and any renewals or replacements thereof] may be for a term of not less than one (1) year; in such event Tenant agrees that it shall from time to time, as necessary, [whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect], renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, is in effect until a date which is at least sixty (60) days after the Expiration Date. If Tenant fails to furnish such renewal or replacement at least thirty (30) days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof [and such proceeds need not be segregated] as a Security Deposit pursuant to the terms of this Article 18).
(c) Any renewal of or replacement for the original or any subsequent Letter of Credit shall meet the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by a national bank satisfactory to Landlord at the time of the issuance thereof. Landlord agrees that in the event of any event which would give Landlord the right to draw upon the Letter of Credit, Landlord shall only draw down such amount as Landlord reasonably acceptable believes to Landlordbe necessary to cure or remedy any default on the part of Tenant and to reimburse Landlord for any costs, expenses or liability incurred in an connection with such default; notwithstanding the foregoing, if the amount sufficient of any draw upon the Letter of Credit exceeds the amount necessary to restore reimburse Landlord for such costs, expenses or liability, any excess proceeds of any draw on the Letter of Credit shall be held by Landlord as a Security Deposit to its required amount pursuant to the provisions of this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultArticle 18.
Appears in 2 contracts
Sources: Lease Agreement (Equinix Inc), Lease Agreement (Equinix Inc)
Security Deposit. Upon execution of this Lease(a) On or before October 1, Tenant 2004, Lessee shall pay to Lessor a security deposit with Landlord (the “Security Deposit”) in the amount of the Security Deposit specified set forth on [Page One], of this LeaseSchedule 1- Part A hereto. The Security Deposit will be returned to Tenant without interest upon held by Lessor for the expiration of the entire remaining Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed may be commingled with other amounts of Lessor.
(b) The Security Deposit shall be held by Lessor as security for the due and punctual payment by Lessee of all obligations hereunder. In the event that Tenant defaults under any provision of this Leaseamounts payable by it, and after the expiration due and punctual observance and performance by Lessee of any applicable cure periodall of its obligations, Landlord may apply allhereunder and under each other Operative Agreement. Lessee hereby assigns, or any part of transfers and pledges to Lessor, and hereby grants to Lessor, a first-priority security interest in, the Security Deposit to amounts owed by Tenantsecure such payment, observance and performance. In the event Landlord elects to apply Any interest earned on the Security Deposit shall be solely for the account of Lessor. If an Event of Default shall occur and be continuing, then in addition to any other rights Lessor may have under applicable Law as provided for abovea lessor, Tenant shall promptly restore such Security Deposit to the original amount. Landlord maysecured party or otherwise, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (under this Lease or any amount of the Security Deposit remaining) to a successor/ownerother Operative Agreement, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph aboveLessor may set off against, in lieu of a cash Security Deposituse, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person apply or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon retain all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is in full or partial payment for amounts payable by Lessee under this Lease or any other Operative Agreement or for amounts necessary to compensate Lessor and the Indemnitees for their Expenses arising in connection with such Event of Default. Any such use or application shall not, however, be deemed a cure by Lessee, or waiver by Lessor, of any Event of Default, unless so usedagreed by Lessor in writing.
(c) So long as no Default or Event of Default shall have occurred and be continuing, that portion, if any, of the Security Deposit that has not previously been used or applied, or retainedset off against, Tenant will within ten (10) days after written demand from Landlordas provided for in this Lease, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be returned to Lessee by wire transfer of immediately available Dollars to an account of Lessee located in form the United States of America, specified in writing by Lessee to Lessor at least 10 Business Days prior to the date of such transfer, (A) on or before the date that is 20 Business Days after and substance satisfactory excluding the date upon which the Aircraft is returned to LandlordLessor in the condition, issued and in the manner, required under Annex B to this Lease and otherwise in accordance with the terms of this Lease, or (B) if an Event of Loss shall have occurred, and Lessee shall have elected, or shall be deemed to have elected, the option set forth in Section 9.1.2 hereof, then on or before the date that is 20 Business Days after and excluding the date upon which Lessor has been paid all amounts required to be paid under, and as provided in, Section 9.1.2(a) hereof.”
(b) Section 14.1.6 of the Lease is hereby amended by adding a bank reasonably acceptable new sentence, at the end thereof, as follows: “Without limiting, and notwithstanding, any other provision or the Lease or any other Operative Agreement, Lessor shall be entitled to Landlord, in an amount sufficient to restore use and apply all or any portion of the Security Deposit for the purposes, and in the manner, set forth in Section 3.2.3(b) hereof.”
(c) Schedule 1 – Part A to its required amount pursuant the Lease is hereby amended as set forth in Section 1 of Appendix A hereto.
(d) That certain Letter Agreement No. 1-1005-JSW-1500, dated as of February 28, 2001, among, inter alios, Lessor and Lessee, insofar as it relates to this Section 8. Tenant’s failure the Lease and the Aircraft, is hereby terminated and shall be of no further force or effect; and all of the obligations and liabilities of each of the parties to replenish the Security Deposit shall constitute a failure to pay Additional Rent such Letter Agreement are hereby unconditionally and Tenant shall have ten (10) days from the date of notice to cure such defaultirrevocably released and discharged in full and in all respects.
Appears in 2 contracts
Sources: Lease Agreement N475ha (Hawaiian Holdings Inc), Lease Agreement N475ha (Hawaiian Holdings Inc)
Security Deposit. (a) Upon execution of this Lease, Tenant shall pay Landlord a Security Deposit in the amount of Seven Hundred and Fifty Thousand and 00/100 Dollars ($750,000.00), in the form of the promissory note attached hereto as Exhibit G and incorporated herein (the “Security Deposit Promissory Note”). The Security Deposit Promissory Note shall provide for the total amount due thereunder to be due and payable not later then five (5) days after any Default by Tenant that is not cured within the applicable cure period, if any applies. Provided the Tenant has demonstrated financial viability, as reasonably determined by Landlord or Landlord’s Mortgagee(s), on the fourth anniversary of the Lease Commencement, the principal amount of this Note shall be reduced from Seven Hundred and Fifty Thousand Dollars ($750,000.00) to an amount equal to the Basic Rent for the last Lease Year of the Lease Term.
(b) As consideration for Landlord entering into this Lease Agreement the Tenant hereby expressly waives and relinquishes any and all right Tenant may have (i) to any portion of the security deposit paid to Landlord pursuant to the Original Lease, (ii) to earn interest on any cash Security Deposit delivered to Landlord in connection with the Security Deposit Promissory Note hereunder.
(c) Tenant hereby deposits with Landlord the Security Deposit, as security for the prompt, full, and faithful performance by Tenant of each and every provision of this Lease and of all obligations of Tenant hereunder. If an Event of Default occurs, Landlord may use, make demand for payment of the full amount of the Security Deposit specified on [Page One]Promissory Note and upon receipt thereof, of this Lease. The Security Deposit will be returned to Tenant without interest upon apply, or retain the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, whole or any part of the Security Deposit for the payment of (i) any Basic Rent or Additional Charges which Tenant may not have paid or which may become due after the occurrence of such Event or Default, (ii) any sum expended by Landlord on Tenant’s behalf in accordance with the provisions of this Lease (including the reimbursement of the un-amortized Tenant Improvement Allowance provided by Landlord), or (iii) any sum which Landlord may expend or be required to amounts owed expend by reason of Tenant. In ’s default, including damages or deficiency in the event Landlord elects to apply re-leasing of the Security Deposit Leased Premises as provided for abovein Section 16. The use, Tenant shall promptly restore such Security Deposit to the original amount. Landlord mayapplication, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount retention of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditionalor any portion thereof, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, shall not prevent Landlord from exercising any other right or remedy provided the Letter of Credit shall be delivered to Landlord with executed copies of by this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person Lease or by courier, in partial or full draws, law and (ii) contain an “evergreen” provision shall not operate as a limitation on any recovery to which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall otherwise be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Creditentitled. If any portion of the Security Deposit is so used, applied, applied or retainedretained by Landlord for the purpose set forth above, Tenant will agrees, within ten (10) days after a written demand from therefore is made by Landlord, provide to deposit cash with the Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant original amount.
(d) If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the Security Deposit, or any balance thereof, shall be returned to this Section 8Tenant within thirty (30) days after the expiration of the Term, without interest. In the absence of evidence satisfactory to Landlord of any permitted assignment of the right to receive the Security Deposit, or the remaining balance thereof, Landlord may return the same to the original Tenant, regardless of one or more assignments of Tenant’s failure to replenish interest in this Lease or the Security Deposit. In such event, upon the return of the Security Deposit (or balance thereof) to the original Tenant, Landlord shall constitute be completely relieved of liability under this Section.
(e) In the event of a failure transfer of Landlord’s interest in the Leased Premises, Landlord shall have the right to pay Additional Rent transfer the Security Deposit to the transferee thereof. In such event, upon the delivery by Landlord to Tenant of such transferee’s written acknowledgement of its receipt of such Security Deposit, Landlord shall be deemed to have been released by Tenant from all liability or obligation for the return of such Security Deposit, and Tenant agrees to look solely to such transferee for the return of the Security Deposit and the transferee shall have ten be bound by all provisions of this Lease relating to the return of the Security Deposit.
(10f) days The Security Deposit shall not be mortgaged, assigned, or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion.
(g) THE SECURITY DEPOSIT PROMISSORY NOTE SHALL CONTAIN A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS TENANT MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST TENANT WITHOUT ANY FURTHER NOTICE.
(h) Should any sums become due and payable under the Security Deposit Promissory Note and such sums are not paid when and as due, time being of the essence, the Borrower hereby constitutes and appoints M▇▇▇ ▇▇▇▇▇▇▇ and/or C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, either of whom may act, as its attorney-in-fact to confess judgment on the Borrower under the Security Deposit Promissory Note for the full sum due thereunder, plus attorney’s fees of 20% of the total amount then outstanding under the Security Deposit Promissory Note, and upon entry of the judgment, the Borrower under the Security Deposit Promissory Note waives the benefit of any and every statute, ordinance, or rule of court which may lawfully waived conferring upon the Borrower under the Security Deposit Promissory Note any right or privilege or exemption, stay of execution or supplemented proceedings, or other relief from the date enforcement or immediate enforcement of notice a judgment or related proceedings on a judgment. The Borrower under the Security Deposit Promissory Note acknowledges that said sum is reasonable as evidenced by Borrowers signature on the Security Deposit Promissory Note. The Borrower under the Security Deposit Promissory Note consents to cure venue in the Circuit Court of Fairfax County with respect to the institution of an action confessing judgment hereon. The authority and power to appear for and enter judgment against the Borrower under the Security Deposit Promissory Note shall not be exhausted by one or more exercises thereof, or by any imperfect exercise thereof, and shall not be extinguished by any judgment entered pursuant thereto, such defaultauthority and power may be exercised on one or more occasions from time to time in the same or different jurisdictions as often as the Lender under the Security Deposit Promissory Note or its assigns shall deem necessary or advisable until all sums due under the Security Deposit Promissory Note are paid in full.
Appears in 2 contracts
Sources: Lease Agreement (Comscore, Inc.), Lease Agreement (Comscore, Inc.)
Security Deposit. (a) Upon execution of signing this Lease, Tenant shall deposit with Landlord has delivered to Landlord, as security for the amount full and faithful performance of the Security Deposit specified on [Page One], every portion of this Lease. The Security Deposit will Lease to be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, credit in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord the amount of Seven Hundred Thousand Dollars ($700,000.00) (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease). The Letter of Credit shall (i) be unconditionalissued to Landlord, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courieras beneficiary, in partial substantially the same form as provided for in Exhibit F and by a bank approved by Landlord in its sole discretion (Landlord agrees that either ▇▇▇▇▇ Fargo or full drawsBank of America is an approved issuing bank), and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis provide for drawing thereon in Oakland or San Francisco, California, (subject to the permitted date iii) have a term of termination set forth below) unless the issuer delivers thirty at least one year (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing with the Letter of Credit provides required to be renewed or replaced by Tenant so as to be available to be drawn on at any time during the Lease Term, including any extension thereof, plus a period of sixty (60) calendar days), (iv) require the issuing bank to pay to Landlord with the amount of a cancellation notice, Landlord may immediately draw upon all or any part receipt by such bank of a sight draft signed by Landlord and upon presentation to the issuing bank of nothing more than a written statement signed by Landlord that an event entitling Landlord to draw under the Letter of Credit has occurred under this Lease, (v) permit multiple drawings, (vi) expressly state that the Letter of Credit and the right to draw thereunder may be transferred or assigned from time to time by Landlord to any successor or assignee of Landlord under this Lease without the payment of any fees or charges, and (vii) provide that it shall automatically renew for additional periods of one year each from the expiration date or future expiration date, unless at least thirty (30) days prior to any expiration date, the issuer notifies Landlord by registered mail of the issuer’s election not to renew the Letter of Credit.
(b) Tenant shall provide Landlord with an additional irrevocable stand-pay all expenses, points or fees incurred by letter Tenant in obtaining the Letter of credit as provided belowCredit and for any transfer of the Letter of Credit. Any and all fees or costs charged by the issuer in connection with The full amount of the Letter of Credit shall be paid by ▇▇▇▇▇▇available to Landlord upon presentation of Landlord’s signed draft. The irrevocable stand-by Letter If an Event of Credit shall remain effective through the date that Default is sixty (60) days following the expiration date declared under this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part portion of Tenant’s the Letter of CreditCredit to remedy such default. If any portion of the Security Deposit Letter of Credit is so used, applied, or retaineddrawn, Tenant will shall, within ten (10) days after written demand from Landlordtherefor, provide to Landlord an additional irrevocable, stand-by letter increase the amount of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, the Letter of Credit in an amount sufficient to restore the Security Deposit Letter of Credit to its required amount pursuant to this Section 8. original amount, and Tenant’s failure to replenish do so shall be a material breach of this Lease. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Building and in this Lease, and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the Letter of Credit and the proceeds of and draw thereon to the transferee or mortgagee. Accordingly, the Letter of Credit shall expressly indicate that it is transferable in its entirety, subject to the terms and condition and thereof, by Landlord as beneficiary. Upon receiving written notice of transfer, and upon presentation to the issuing bank of the original LOC and any issuer-required transfer documentation, the issuing bank will reissue the Letter of Credit naming such transferee as the beneficiary.
(c) Any proceeds from the draw by Landlord under the Letter of Credit not applied by Landlord to cure any default or breach by Tenant under this Lease shall be held as a cash security deposit. Landlord shall not be required to keep the security deposit separate from its general funds, Tenant shall not be entitled to interest thereon, and Tenant waives the benefit of any law to the contrary. Tenant waives the provisions of California Civil Code Section 1950.7 (which restricts application of a security deposit only to those sums reasonably necessary’ to remedy defaults in the payment of rent, to repair damage caused by Tenant, or to clean premises) and all similar laws now in force or subsequently adopted which restrict application of security deposits to specific purposes.
(d) The Letter of Credit shall be renewed by the issuer (or replaced with a similarly qualifying letter of credit acceptable to Landlord) at least thirty (30) calendar days prior to the expiration date thereof from time to time during the Lease Term. If, for any reason, Tenant fails to cause the Letter of Credit to be so renewed or replaced at least thirty (30) days prior to its expiration date, Landlord shall have the right to immediately draw upon the Letter of Credit in full and hold the proceeds thereof as a cash Security Deposit hereunder. Upon the expiration of the Lease Term, if Tenant has then fully performed every provision of this Lease to be performed by it, and any and all of Tenant’s monetary obligations under the Lease have been satisfied, Landlord shall constitute return the Letter of Credit to Tenant and consent to the cancellation of the Letter of Credit; provided, however, prior to the surrender and cancellation thereof, Landlord may draw upon the Letter of Credit an amount up to Five Thousand Dollars ($5,000.00) and hold such proceeds as a failure deposit on account of any amounts due from Tenant attributable to pay Additional Rent Tenant’s Percentage Share of Property Taxes and Operating Expenses for the calendar year in which the Lease terminates or expires, and any unapplied funds so held by Landlord shall be refunded to Tenant within thirty (30) days following Tenant’s approval or deemed approval of Landlord’s Statement for the calendar year in which the Lease expiration or termination occurs. In lieu of drawing on the Letter of Credit as hereinabove provided, Tenant shall have ten the right to deliver to Landlord a cash deposit, to be held as a cash security deposit.
(10e) days from Subject to the terms of this Paragraph, Tenant shall have the right to require Landlord to amend the Letter of Credit to evidence a reduction in the draw amount thereunder (i) following the first day of the thirty-seventh (36th) month of the Term of this Lease, to Four Hundred Thousand Dollars ($400,000.00), and (ii) following the first day of the forty-eighth (48th) month of the Term of this lease to Two Hundred Thousand Dollars ($200,000.00) (each such date being referred to as a “Reduction Date”), provided that, as to each Reduction Date (i) Tenant occupies at least sixty six percent (66%) of notice the Premises (except in the case of a Permitted Transfer), and (ii) no monetary Event of Default has occurred under this Lease at any time prior to cure such defaultthe Reduction Date. Notwithstanding anything in the foregoing to the contrary, upon the occurrence of any event provided in clauses (i) and (ii) above, Tenant’s right to any subsequent reduction in the Letter of Credit as hereinabove provided shall be deemed automatically revoked and of no further force and effect
(f) Tenant agrees and acknowledges that Tenant has no property interest whatsoever in the Letter of Credit or the proceeds thereof and that, in the event that Tenant becomes a debtor under any chapter of the Federal Bankruptcy Code, the Letter of Credit and any proceeds thereof shall not be deemed to be an asset or property of the Tenant, and that neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by Section 502(b)(6) of the Federal Bankruptcy Code.
Appears in 2 contracts
Sources: Office Lease (ThredUp Inc.), Office Lease (ThredUp Inc.)
Security Deposit. Upon execution a. In accordance with the Annotated Code of this LeaseMaryland, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One]Real Property Article, of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts deposited with the Landlord/Agent the sum of Dollars ($ ), receipt of which is hereby acknowledged, which sum does not exceed two (2) months rent, which is to be held as collateral security and applied on any rent or unpaid utility bill that may remain due under and owing at the expiration of this Lease Lease, any extension thereof or holding over period, or applied to any damages to the premises in excess of ordinary wear and has otherwise performed all obligations hereunder. In tear caused by the event that Tenant defaults under Tenant, his family, guests, employees, trades people, or pets, or other damages and expenses suffered by Landlord as a result of a breach of any covenant or provision of this Lease. Tenant may not utilize the security deposit as rent and Tenant must not apply the same as the last month’s rent. The security deposit will be deposited in an escrow account in a federally insured banking or savings institution within the State of Maryland, and devoted exclusively to security deposits, within thirty (30) days after it has been received. The Landlord/ Agent must provide the Tenant, within forty-five (45) days after the expiration end of the tenancy, by first class mail directed to the last known address of the Tenant, a written list of any applicable cure perioddamages to the premises together with a statement of costs actually incurred. Within forty-five (45) days after the end of the tenancy, Landlord may apply allthe Landlord/Agent shall return the security deposit to the tenant together with simple interest which has accrued at the daily U.S. Treasury yield curve rate for 1 year, as of the first business day of each year, or 1.5%, whichever is greater, less any part damages rightfully withheld. Interest shall accrue at six-month intervals from the day the tenant gives the landlord the security deposit. Interest is not compounded. Interest shall be payable only on security deposits of $50 or more. The foregoing provisions do not apply to any Tenant who has abandoned the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore premises or who has been evicted unless such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at makes a written demand for the successor/owner for repayment return of the samesecurity deposit and provides the Landlord with his/her new address.
b. Tenant’s obligation under this Lease may not end when Tenant ceases to occupy the premises. Notwithstanding anything to Repairs required may be so substantial or of such a nature that work will not be completed within the contrary in forty-five (45) day period following the paragraph abovetermination of the tenancy. In such event, in lieu of a cash Security Deposit, Landlord must notify Tenant may deliver within the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlordgiven time frame, and issued by a bank reasonably acceptable reserves the right to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by pursue ▇▇▇▇▇▇. The irrevocable stand-▇ for reimbursement for costs incurred for damages.
c. In the event of a sale of the property upon which the premises are situated or the transfer or assignment by Letter the Landlord/ Agent of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease, the Landlord/Agent has the obligation to transfer the security deposit to the transferee. If After the transfer is made and after written notice of same is given to the Tenant defaults with the name and address of the transferee, Landlord/Agent is released from all liability for the return of the security deposit and the Tenant must look solely to the new Landlord/Agent for the return of his security deposit. It is agreed that the foregoing will apply to every transfer or assignment made of the security deposit to a new Landlord/Agent.
d. In the event of any rightful or permitted assignment of this Lease by the Tenant to any assignee or sub lessee, the security deposit is deemed to be held by the Landlord/Agent as a deposit made by the assignee or sub lessee and the Landlord/Agent will have no further liability with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited return to such security deposit to the provisions relating assignor.
e. If the landlord, fails to the payment of Rent, Landlord may draw upon all or return any part of Tenant’s Letter of Credit. If any portion the security deposit, plus accrued interest, within 45 days after the termination of the Security Deposit is so usedtenancy, appliedthe tenant has an action of up to threefold of the withheld amount, plus reasonable attorney's fees.
f. The Landlord or retained, Landlord’s estate but not the managing agent or court appointed receiver shall remain liable to the Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-for the maintenance of the security deposit as required by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultlaw.
Appears in 2 contracts
Sources: Single Family Dwelling Lease, Single Family Dwelling Lease
Security Deposit. Upon 12.1 Concurrently with its execution and delivery of this LeaseSublease, Tenant Subtenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One]deliver to Sublandlord a standby, of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, cleanirrevocable, irrevocable standby transferable letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) in substantially the form of Exhibit F hereto, to secure the faithful observance and performance by Subtenant of the terms and conditions of this Sublease. The Letter of Credit shall be in the face amount of the Required Amount, naming Sublandlord as securitybeneficiary, issued (or confirmed) by Citibank, N.A., ▇.▇. ▇▇▇▇▇▇ Chase & Co., Bank of America, N.A., The Bank of New York Company, Inc., Fleet National Bank, HSBC Holdings plc, or Wachovia Bank, N.A. (collectively, the “Approved Bank”), or another financial institution acceptable to Sublandlord, permitting multiple and partial draws thereon. Notwithstanding the foregoing, the bank or financial institution issuing the Letter of Credit hereunder must at all times during the Term be assigned by Standard & Poors Investor Services a Bank Financial Strength Rating of A, or better (the “Rating Criteria”), failing which Sublandlord shall have the right, at any time during the Term, to direct Subtenant to obtain the Letter of Credit in accordance with this Section 12 from another Approved Bank or financial institution which satisfies the Rating Criteria or is otherwise acceptable to Sublandlord. Subtenant agrees that such Letter of Credit from another Approved Bank or financial institution shall be delivered to Sublandlord within thirty (30) days of Sublandlord’s request. Subtenant shall cause the Letter of Credit to be continuously maintained in effect (whether through replacement, renewal or extension) in the Required Amount through the date (the “Final LC Expiration Date”) that is forty-five (45) days after the Expiration Date. If the Letter of Credit held by Sublandlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), Subtenant shall deliver a new Letter of Credit or certificate of renewal or extension to Sublandlord not later than thirty (30) days prior to the expiration date of the Letter of Credit then held by Sublandlord. Any renewal or replacement Letter of Credit shall comply with all of the provisions of this Section 12.1, shall be irrevocable, transferable and shall remain in effect (or be automatically renewable) through the Final LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Sublandlord in its discretion.
12.2 Sublandlord shall have the right to draw upon the Letter of Credit, in whole or in part, at any time and from time to time:
12.2.1 If a Default by Subtenant under this Sublease occurs and during its continuance, in an amount sufficient to cure such Default (and Subtenant agrees that the Letter of Credit must allow for partial draws); or
12.2.2 If the Letter of Credit held by Sublandlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), and Subtenant fails to deliver to Sublandlord, at least thirty (30) days prior to the expiration date of the Letter of Credit then held by Sublandlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 12.2.
12.2.3 In no event shall the issuer of the Letter of Credit fail to honor Sublandlord’s drawing upon such Letter of Credit due to any terms or conditions of this Sublease.
12.2.4 Subtenant hereby acknowledges and agrees that Sublandlord is entering into this Sublease in material reliance upon the ability of Sublandlord to draw upon the Letter of Credit upon the occurrence of a Default under this Sublease by Subtenant under this Sublease or upon the occurrence of any of the other events described above in this Section 12.2.
12.3 The proceeds from Sublandlord’s draw upon the Letter of Credit may be applied by Sublandlord against any Sublease Rent and/or additional rent then due and payable by Subtenant under this Sublease that is not paid when due and remains unpaid beyond the expiration of any applicable notice and grace period, and/or to pay for all losses and damages that Sublandlord has actually suffered or incurred (including, without limitation, reasonable attorneys fees and disbursements) as a result of any Default by Subtenant under this Sublease.
12.4 Upon the Final LC Expiration Date, provided Subtenant is not then in Default (of which Subtenant shall have received notice from Sublandlord as provided under this Sublease) of its obligations under this Sublease, Sublandlord agrees to return the Letter of Credit; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by Subtenant, or an involuntary petition is filed against Subtenant by any of Subtenant’s creditors, under the Federal Bankruptcy Code (collectively, the “Bankruptcy Event”), then Sublandlord shall not be obligated to return the Letter of Credit until either all preference issues relating to payments under this Sublease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal. Sublandlord shall return the Letter of Credit within twenty (20) days after Subtenant cures any Default(s) under this Sublease and resolves (and/or has obtained a dismissal of) any Bankruptcy Event as aforesaid. Upon Sublandlord’s return of the Letter of Credit as contemplated under this Section 12.4, Subtenant shall deliver to Sublandlord a letter confirming the surrender of the Letter of Credit.
12.5 If, as a result of any application or use by Sublandlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be delivered to Landlord less than the Required Amount, Subtenant shall, within five (5) business days after Sublandlord’s request, provide Sublandlord with executed copies an additional letter of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original credit in an amount equal to the issuer in person deficiency (or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject amendment to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord or a replacement letter of credit in the total Required Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section 12, and if Subtenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Sublease, the same shall constitute a cancellation noticematerial Default under this Sublease by Subtenant. Subtenant further covenants and warrants that it will not encumber the Letter of Credit or any part thereof, Landlord may immediately draw and that neither Sublandlord nor its successors or assigns will be bound by any such encumbrance (or attempted encumbrance).
12.6 Sublandlord may, at any time and without first obtaining Subtenant’s consent thereto, transfer the Letter of Credit in whole or in part, to Sublandlord’s successor-in interest as sublandlord under this Sublease. If Sublandlord transfers its interest as sublandlord under this Sublease and transfers the Letter of Credit in whole (or any proceeds thereof then held by Sublandlord) to the transferee, Sublandlord shall, upon such transferor’s assumption of the obligations of Sublandlord under this Sublease (on terms reasonable to said transferor), be released by Subtenant from all liability therefor. The provisions hereof shall apply to every transfer or assignment of all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided belowto a new sublandlord. Any and all fees or costs charged by the issuer in In connection with any such transfer of the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Sublandlord, Subtenant shall, if applicable, at Subtenant’s sole cost and expense, execute and submit to the issuer of the Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer. Subtenant shall remain effective through be responsible for paying the date that is sixty (60) days following issuer’s transfer and processing fees in connection with any transfer of the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If Credit and, if Sublandlord advances any portion of the Security Deposit is so usedsuch fees (without having any obligation to do so), applied, Subtenant shall reimburse Sublandlord for any such transfer or retained, Tenant will processing fees within ten (10) days after Sublandlord’s written demand from Landlordrequest therefor. Sublandlord agrees to provide notice to Subtenant within a reasonable time after its transfer of the Letter of Credit.
12.7 Sublandlord and Subtenant (i) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof (including the Proceeds Account) be deemed to be or treated as a “security deposit” under any Law applicable to security deposits in the commercial context (“Security Deposit Laws”), provide (ii) acknowledge and agree that the Letter of Credit (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to Landlord an additional irrevocableserve as a security deposit, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit Laws shall have no applicability or relevancy thereto, and (iii) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to its required amount pursuant to this Section 8. Tenant’s failure to replenish or arising from the Security Deposit shall constitute Laws.
12.8 In the event that the (a) Sublease terminates (i) due to a failure default, beyond all applicable notice and cure periods, by Sublandlord or (ii) other early termination prior to pay Additional Rent the Expiration Date; and Tenant shall have ten (10b) days from Overlandlord and Subtenant enter into a new lease pursuant to the Consent (as defined herein), then, upon receipt of evidence of such new lease, Sublandlord agrees to take reasonable measures to assign the Letter of Credit to the Overlandlord to the extent the Approved Bank approves, in writing, such assignment prior to the effective date of notice to cure such defaultthereof and same is permitted under all applicable laws.
Appears in 2 contracts
Sources: Sublease Agreement, Sublease Agreement (Riverbed Technology, Inc.)
Security Deposit. Upon the execution of this Lease, Tenant shall deposit with Landlord a Letter of Credit as described in this Section (the amount “Letter of Credit”), as security for the punctual performance of each and every obligation of Tenant under this Lease. Tenant shall simultaneously deliver to Landlord such documentation as Landlord may reasonably require to demonstrate that Tenant’s obligation to the issuer of the Letter of Credit is a secured obligation. In no event shall the Security Deposit specified on [Page One], be deemed to be a prepayment of this LeaseRent nor shall it be considered a measure of liquidated damages. The Security Deposit will Letter of Credit shall be returned an irrevocable standby letter of credit, in form and content and issued by Silicon Valley Bank or another commercial bank satisfactory to Tenant without interest upon the expiration Landlord in its sole discretion (Landlord agreeing not to unreasonably withhold, delay or condition its approval of the Term of the Lease, provided another commercial bank with a credit rating at that time from ▇▇▇▇▇’▇ Investors Service or Standard & Poor’s equal to or better than that of Silicon Valley Bank as of the date of this Lease), which Letter of Credit shall provide that it may be drawn upon in Boston, Massachusetts (i) in part or in whole, upon the presentation of a sight draft accompanied by a certificate signed by a representative of Landlord, setting forth the amount due to Landlord by reason of the occurrence of an Event of Default by Tenant hereunder, or (ii) in whole, upon the presentation of a sight draft accompanied by a certificate signed by a representative of Landlord, stating that (a) such Letter of Credit will expire within thirty (30) days of such certificate, and (b) Tenant has paid all amounts not deposited a substitute Letter of Credit in the form, amount and issued by a bank as required by this Section. Any payment drawn by Landlord under the Letter of Credit pursuant to clause (ii) of the preceding sentence shall be held by Landlord as a cash Security Deposit (“Cash Security”) pursuant to the provisions of this Article. Landlord may commingle any Cash Security with Landlord’s other funds, and no interest shall be due under thereon. The Letter of Credit shall remain in full force and effect for a period of at least one hundred twenty (120) days beyond the expiration of the Term. Tenant shall deposit the original Letter of Credit with Landlord and shall keep the Letter of Credit in full force and in compliance with the provisions of this Lease and has otherwise performed all obligations hereunderthroughout the Term. Landlord may apply the Security Deposit towards any Event of Default by Tenant and/or damages sustained by Landlord as a result thereof. In the event that Landlord so draws upon and applies or retains any portion or all of the proceeds of the Letter of Credit, or so applies all or any portion of the Cash Security, Tenant defaults shall pay to Landlord, as Additional Rent, the amount so expended by Landlord (or shall deliver an amendment to the Letter of Credit increasing the amount of the Letter of Credit by the amount so drawn by Landlord) within three (3) Business Days of notice given by Landlord so that at all times (subject to the 3-Business Day grace period herein referenced) Landlord shall be entitled to draw down upon the full aggregate amount of the Letter of Credit or hold the full Cash Security, or some combination thereof. Notwithstanding anything contained in this Lease to the contrary, any failure of Tenant to restore any amount drawn under the Letter of Credit or expended from the Cash Security within the time and manner specified in this Section shall immediately constitute an Event of Default hereunder (without the necessity of any provision additional notice or the passage of any additional time) and entitle Landlord to immediately draw down the Letter of Credit then in force or effect and Landlord shall retain such cash amounts as a Security Deposit pursuant to the provisions of this LeaseSection. Tenant shall be solely responsible for the payment of all costs associated with obtaining, replacing (as necessary), transferring, extending and after maintaining the expiration Letter of any applicable cure period, Landlord may apply all, Credit in accordance with the terms of this Section. The application of all or any part of the Security Deposit to amounts owed any Event of Default of Tenant under this Lease shall not deprive Landlord of any other rights or remedies Landlord may have, nor shall such application by TenantLandlord constitute a waiver by Landlord. In addition, in the event of a termination based upon an Event of Default of Tenant under this Lease, or a rejection of the Lease pursuant to the provisions of the Federal Bankruptcy Code, Landlord elects shall have the right to apply the Security Deposit as provided (from time to time, if necessary) to cover up to the full amount of damages and other amounts due from Tenant to Landlord under the Lease. Any amounts so applied shall, at Landlord’s election, be applied first to any unpaid Rent and other charges which were due prior to the filing of the petition for above, Tenant protection under the Federal Bankruptcy Code. Landlord shall promptly restore such assign the Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance purchaser of the Building, and thereafter Landlord shall have no further responsibility therefor. Upon request of Landlord or any such purchaser of the Building, Tenant shall, at its expense, cooperate with Landlord in obtaining an amendment to or replacement of any Letter of Credit which Landlord is then holding so that the amended or new Letter of Credit reflects the name of the new owner of the Building. Within one hundred twenty (120) days after the expiration or earlier termination of the Term, Landlord shall inspect the Premises, make such draw upon the Letter of Credit or apply all or any portion of the Cash Security as may transfer be required to cure any Event of Default by Tenant hereunder or to make payment on account of damages suffered by Landlord, and, if no Event of Default is then continuing, Landlord shall redeliver the original Letter of Credit (as may have previously been drawn on by Tenant) or pay the balance of the Cash Security, as the case may be, to Tenant. Notwithstanding the foregoing, provided that: (i) no Event of Default on the part of Tenant has occurred prior to the applicable “Reduction Date” (as hereinafter defined), and no such Event of Default is continuing as of such Reduction Date, and (ii) (a) with respect to the first Reduction Date, Tenant demonstrates to Landlord’s reasonable satisfaction that at all times during the twelve (12) months prior to such Reduction Date Tenant has held unrestricted cash in an amount equal to at least three (3) times the then-applicable amount of Base Rent for the next twelve (12) months commencing on such Reduction Date, or (b) with respect to the second Reduction Date, Tenant demonstrates to Landlord’s reasonable satisfaction that at all times during the twelve (12) months prior to such Reduction Date Tenant has held unrestricted cash in an amount equal to at least two (2) times the then-applicable amount of Base Rent for the next twelve (12) months commencing on such Reduction Date; and (iii) the Lease is then in full force and effect, Landlord agrees to accept a reduction in the amount of the Letter of Credit which it is then holding so as to cause the total Security Deposit to be reduced as of each Reduction Date to the amount shown in the following schedule: Reduction Date New Reduced Amount of Security Deposit 1st day of 37th month after 9 months of Base Rent and Operating Costs Rent Commencement Date at then-current rates as of the Reduction Date 1st day of 61st month after 6 months of Base Rent and Operating Costs Rent Commencement Date at then-current rates as of the Reduction Date Any reduction in a Letter of Credit held by Landlord as the Security Deposit (shall be accomplished by Tenant providing Landlord with a substitute Letter of Credit in the reduced amount in exchange for the existing Letter of Credit(s) which Landlord is then holding, or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything by an amendment to the contrary in the paragraph aboveexisting Letter of Credit(s) then held by Landlord, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form and substance reasonably acceptable to Landlord, and issued which is accepted by Landlord in writing. If Tenant does not satisfy the requirements for a bank reasonably acceptable reduction in the amount of the Letter of Credit on a Reduction Date as specified above, then Tenant shall have the right to extend such Reduction Date for up to four (4) months by written notice given to Landlord (prior to such Reduction Date in order to enable Tenant to satisfy such requirements as of such extended Reduction Date; failing which Tenant shall be deemed to have irrevocably forfeited its right to the “corresponding reduction in the amount of the Letter of Credit”) as security, provided Credit (but such a forfeiture of Tenant’s right to the first reduction in the amount of the Letter of Credit shall be delivered not affect Tenant’s right to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to receive the issuer second reduction in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part amount of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter if the requirements of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults paragraph are timely satisfied with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultsecond reduction).
Appears in 2 contracts
Sources: Lease (C4 Therapeutics, Inc.), Lease (C4 Therapeutics, Inc.)
Security Deposit. 5.1 Upon its execution of this Lease, Tenant shall deposit the sum of $150,000.00 in cash with the Landlord (the amount “Security Deposit”) which Security Deposit shall secure the faithful performance and observance by Tenant of the Security Deposit specified on [Page One]terms, covenants, conditions, agreements and provisions of this Lease. The Security Deposit will be returned to If Tenant without interest upon the expiration is in an Event of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure periodDefault, Landlord may use, apply all, or retain the whole or any part of the Security Deposit to amounts owed the extent required for the payment of any Fixed Rent, Additional Rent or any other sum as to which Tenant is in default (beyond any applicable notice and cure period) or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default (beyond any applicable notice and cure period) in respect of any of the terms, covenants, conditions, agreements and provisions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event Landlord elects to apply the Security Deposit as provided for aboveis applied by Landlord, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant original amount. The Security Deposit (less any deductions permitted hereunder) shall be returned to Tenant, without interest, within a reasonable period (not to exceed thirty (30) days) after the expiration of this Section 8Lease and after delivery of entire possession of the Premises to Landlord. In the event of a sale of the land and the building of which the Premises form a part, Landlord shall either (i) transfer the Security Deposit to Tenant and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit or (ii) transfer the Security Deposit to the new Landlord in which case Tenant agrees to look to the new Landlord solely for the return of said Security Deposit. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event of any bankruptcy or other insolvency proceeding against Tenant’s failure , it is agreed that the Security Deposit held hereunder shall be deemed to replenish be applied by Landlord to Rent and other charges due to Landlord for the last month of the Lease Term and each preceding month until such Security Deposit is fully applied.
5.2 Provided that Tenant is not in an Event of Default, upon written request from Tenant, Landlord shall promptly return $50,000 to Tenant and the Security Deposit shall constitute a failure be reduced to pay Additional Rent and Tenant shall have ten $100,000.00 after the thirty-sixth (1036th) days from month following the date of notice to cure such defaultLease Commencement Date.
Appears in 2 contracts
Sources: Lease Agreement (Spero Therapeutics, Inc.), Lease Agreement (Spero Therapeutics, Inc.)
Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord upon signing this Lease and, throughout the amount of Term shall keep on deposit with Landlord, the Security Deposit specified on [Page One]Amount set forth in Article 1 as security for the payment by Tenant of the Rent and for the faithful performance of all the terms, conditions and covenants of this LeaseLease (the “Security Deposit”). The Security Deposit will Landlord shall not be returned obligated to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply keep the Security Deposit as provided for abovea separate fund, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, but may commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or with Landlord’s own funds. If at any amount of time during the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary Term Tenant shall default in the paragraph above, in lieu performance of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision provisions of this Lease beyond applicable notice and cure periods, including Landlord may, but shall not limited to be required to, use the provisions relating to the Security Deposit, or so much thereof as necessary, in payment of Rentany Rent in default, or in reimbursement of any expense incurred by Landlord may draw upon all or any part in payment of the damages incurred by Landlord by reason of Tenant’s Letter of Creditdefault. If any portion of the Security Deposit is so used, applied, or retainedIn such event, Tenant will within ten (10) days after shall, upon written demand from Landlord, provide promptly remit to Landlord an additional irrevocable, stand-by letter of credit, which shall be a sufficient amount in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient cash to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish equal the Security Deposit Amount. Within 30 days after the expiration of this Lease and surrender of the Demised Premises in accordance with the terms and conditions of this Lease, the Security Deposit, or as much thereof as has not been utilized for such purposes, shall constitute a failure be refunded to pay Additional Rent Tenant without interest. Landlord may deliver the Security Deposit to the purchaser of Landlord’s interest in the Demised Premises in the event such interest is sold, and, in such instance, Landlord named herein shall be discharged from any further liability with respect to the Security Deposit and Tenant shall have ten look to Landlord’s successor for the return of the Security Deposit. Notwithstanding the above provisions of this Section 3.4, if any claims of Landlord exceed the amount of the Security Deposit, Tenant shall remain liable for the balance of such claims. Tenant may maintain the Security Deposit in the form of a letter of credit so long as (10i) days from the date form and terms of notice said letter of credit and the issuing bank thereunder shall each be reasonably satisfactory to cure such defaultLandlord, and (ii) the letter of credit shall be fully transferable without cost to Landlord.
Appears in 2 contracts
Sources: Lease Agreement (G Iii Apparel Group LTD /De/), Lease Agreement (G Iii Apparel Group LTD /De/)
Security Deposit. (a) Upon execution and delivery of this LeaseLease by Tenant, Tenant shall deposit with Landlord will deliver to Landlord, at Tenant’s option, either (i) an Irrevocable Letter of Credit (the “Letter of Credit”) in the amount of the Security Deposit specified on [Page One]Deposit, in substantially the form attached hereto as Exhibit F and made a part hereof or other form reasonably acceptable to Landlord, from a financial institution acceptable to Landlord, or (ii) a check in the amount of this Lease. The the Security Deposit will Deposit.
(b) If Tenant elects to deliver the Letter of Credit under subsection (a) above, (i) Tenant shall cause the Letter of Credit to be returned to Tenant without interest upon maintained in full force and effect throughout the Lease Term and during the sixty (60) day period after the later of (A) the expiration of the Lease Term or (B) the date that Tenant delivers possession of the LeaseLeased Premises to Landlord, provided that ▇▇▇▇▇▇ has paid as security for the performance by Tenant of all amounts due under this Lease and has otherwise performed all of Tenant’s obligations hereunder. In the event that Tenant defaults under any provision of contained in this Lease, and after (ii) in the event that, during the Lease Term, Tenant fails to deliver to Landlord a renewal or replacement to the Letter of Credit by a date no later than thirty (30) days prior to its expiration date, Landlord shall have the right to demand and receive payment in full under the Letter of Credit and to hold the cash proceeds as the Security Deposit under this Lease. Tenant shall have the right to replace the Letter of Credit with a replacement Letter of Credit in form reasonably acceptable to Landlord, from a financial institution reasonably acceptable to Landlord, at any applicable cure periodtime and from time to time. At any time Tenant is entitled to the return of a Letter of Credit, including in the event Tenant provides a replacement Letter of Credit, Landlord will return such Letter of Credit and reasonably cooperate with Tenant in providing documentation authorizing the issuing bank of the Letter of Credit to terminate same.
(c) In the event of a Default by Tenant, Landlord may apply all, all or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon cure all or any part of such Default; provided, however, that any such application by Landlord shall not be or be deemed to be an election of remedies by Landlord or considered or deemed to be liquidated damages. Tenant agrees to promptly deposit (either in cash or in the form of a Letter of Credit, at Tenant’s option), upon demand, such additional sum with Landlord as may be required to maintain the full amount of the Security Deposit. All sums held by Landlord pursuant to this Article 4 shall be without interest and may be commingled by Landlord. Provided that Tenant has fully and faithfully performed all of the provisions of this Lease, upon the expiration or earlier termination of this Lease, Landlord shall return the Letter of Credit or cash Security Deposit, as applicable, to Tenant, and Tenant shall provide Landlord with an additional irrevocable stand-by letter respect to a Letter of credit as provided below. Any Credit, execute and all fees or costs charged by deliver to the issuer in connection with of the Letter of Credit shall such instruments as may be paid reasonably required by ▇▇▇▇▇▇. The irrevocable stand-by Letter such issuer to effectuate the termination of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.
Appears in 2 contracts
Sources: Lease (Blue Apron Holdings, Inc.), Lease (Blue Apron Holdings, Inc.)
Security Deposit. Upon execution (a) As security for the full and punctual performance by Mesoblast of all of the terms and conditions of this LeaseSub-Sublease, Tenant Mesoblast shall deposit with Landlord the amount sum of Seven Hundred Fourteen Thousand Seven Hundred Ninety Eight Dollars ($714,798.00) (the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash “Security Deposit, Tenant may deliver the Security Deposit in the form ”) with Carlo Pazolini by means of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable credit (such letter of credit and all renewals and replacements thereof are referred to Landlord, and issued by a bank reasonably acceptable to Landlord (herein as the “Letter of Credit”) substantially in the form of Exhibit “B” which is attached to this Sub-Sublease as securityan integral part hereof and issued in the Borough of Manhattan, provided State of New York to Carlo Pazolini as the Letter sole beneficiary thereunder by Bank of Credit shall be delivered America, N.A. or another bank or trust company (the “Issuing Institution”) reasonably acceptable to Landlord Carlo Pazolini and having an expiration date of no later than three hundred sixty five (365) days after its date of issuance with executed copies of this Leaseautomatic annual renewals. The Letter of Credit shall not limit the number of times that Carlo Pazolini is entitled to draw thereunder and shall be transferable by Carlo Pazolini to any successor to Carlo Pazolini’s position as sub-sublandlord under this Sub-Sublease without cost to Carlo Pazolini or such successor. The final Letter of Credit established hereunder shall have an expiration date which falls at least sixty-five (i65) days after the Expiration Date. The Security Deposit shall be unconditionalsubmitted to Carlo Pazolini by Mesoblast concurrently with the signing of this Sub-Sublease by Mesoblast.
(b) Upon the occurrence of an Event of Default by Mesoblast under this Sub-Sublease or whenever Carlo Pazolini has obtained a judgment against Mesoblast based on a claim arising out of this Sub-Sublease, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing Carlo Pazolini may draw against the Letter of Credit provides Landlord with a cancellation noticeCredit, Landlord to the extent required for the payment of any Fixed Rent or Additional Rent or for any sum which Carlo Pazolini may immediately draw upon all expend or any part be required to expend by reason of Mesoblast’s default or the amount of such default or judgment, as the case may be. The Letter of Credit and Tenant shall provide Landlord with an additional irrevocable standmay be drawn upon by presentation to the Issuing Institution of a statement of any officer of Carlo Pazolini certifying that Carlo Pazolini is entitled to draw such amount pursuant to the terms of this Sub-by letter Sublease. The application of credit as provided below. Any and all fees or costs charged by the issuer in connection with any amounts drawn under the Letter of Credit shall be paid not constitute the cure by ▇▇▇▇▇▇. The irrevocable stand-by Letter Mesoblast of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect underlying default to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of which the Security Deposit is so applied.
(c) If Carlo Pazolini receives notice of non-renewal of any Letter of Credit required to be maintained under this Paragraph 19 and Mesoblast fails to renew or replace same by no less than thirty (30) days prior to its expiration with a renewal or replacement Letter of Credit meeting the requirements of this Paragraph 19, then Carlo Pazolini, at any time after such thirtieth (30th) day and prior to such renewal or replacement, may draw on such Letter of Credit for the undrawn amount of such Letter of Credit and deposit the proceeds of such draw into an account maintained by Carlo Pazolini (which account may include other funds of Carlo Pazolini) and Carlo Pazolini shall have the right to draw on such proceeds whenever Carlo Pazolini would have had the right to draw on the Letter of Credit, if such Letter of Credit had been renewed or replaced. Any renewal or replacement Letter of Credit shall be submitted to and held by Carlo Pazolini.
(d) In the case of every use, application or retention of the Security Deposit, Mesoblast shall, within five (5) days after demand, either increase the Letter of Credit by such sum or pay to Carlo Pazolini the sum so used, applied, applied or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish so that the Security Deposit shall constitute a failure be replenished to pay Additional Rent and Tenant shall have ten (10) days from the date of notice amount which Mesoblast is required to cure such defaultmaintain hereunder.
Appears in 2 contracts
Sources: Sub Sublease (Mesoblast LTD), Sub Sublease (Mesoblast LTD)
Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord, a security deposit (“Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth in the Basic Lease Provisions, which Security Deposit shall be in the form of an unconditional and irrevocable letter of credit (“Letter of Credit”): (i) in form and substance satisfactory to Landlord, (ii) naming Landlord as beneficiary, (iii) issued by an FDIC-insured financial institution satisfactory to Landlord, (iv) redeemable by presentation of a sight draft in the state of Landlord’s choice; and (v) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the issuer a dated statement signed by an authorized officer of Landlord substantially stating one of the following:
(a) “The beneficiary hereby certifies that [insert Tenant] or its successors or assigns under the Lease has defaulted in its obligations under the lease agreement, dated [insert lease date] by and between [insert Tenant] and [insert Landlord] (as the same may be amended and assigned from time to time, the “Lease”) and that beneficiary is due the amount requested in this draw request.” OR
(b) “The beneficiary hereby certifies that [insert Tenant] or its successors or assigns under the Lease has defaulted in its obligations under the Lease, that beneficiary is barred by applicable law from sending a notice of default and that beneficiary is due the amount requested in this draw request.” OR
(c) “The beneficiary is in receipt of [insert bank’s name] notice of non-extension of letter of credit no. [insert letter of credit number] (“Letter of Credit”) and certifies that it is entitled to draw the entire amount of the Letter of Credit.” OR
(d) “The beneficiary hereby certifies that beneficiary is due the amount requested in this draw request pursuant to the terms and conditions of the Lease.” If Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration date of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. The Security Deposit specified on [Page One], shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration is not an advance rental deposit or a measure of the Term Landlord’s damages in case of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderTenant’s default. In the event that Tenant defaults under any provision Upon each occurrence of this Lease, and after the expiration of any applicable cure perioda Default (as defined in Section 20), Landlord may apply all, use all or any part of the Security Deposit to amounts owed pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by Tenantsuch Default, without prejudice to any other remedy provided herein or provided by law. In the event Landlord elects to apply Upon any such use of all or any portion of the Security Deposit as provided for aboveDeposit, Tenant shall promptly pay Landlord, within 5 days after demand from Landlord, the amount that will restore such the Security Deposit to the original amountamount set forth in the Basic Lease Provisions. Landlord mayTenant hereby waives the provisions of any law, at its discretionnow or hereafter in force, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, which provide that Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) claim from a security deposit only those sums reasonably necessary to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary remedy defaults in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may draw upon all may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, arising out of a Default by Tenant. Upon bankruptcy or other debtor-creditor proceedings involving Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to the filing of such proceedings. If Tenant shall fully perform every provision of this Lease to be performed by Tenant, the Security Deposit, or any part balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s Letter interest hereunder) within 75 days after the expiration or earlier termination of Creditthis Lease. If Landlord transfers its interest in the Premises or this Lease, Landlord shall either (a) transfer any Security Deposit then held by Landlord to a person or entity assuming Landlord’s obligations under this Section 6, or (b) return to Tenant any Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit, and Tenant’s right to the return of the Security Deposit shall apply solely against Landlord’s transferee. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee, and no interest shall accrue thereon. Within 5 days after the date on which Tenant first uses any portion of the Security Deposit is so usedAdditional Tenant Improvement Allowance (as defined in the Work Letter), applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and be increased so that it equals $[***]. Tenant shall have ten (10) days from deliver the date increased Security Deposit to Landlord by means of notice an amendment to cure such defaultthe Letter of Credit previously issued or a replacement Letter of Credit in the amount of the increased Security Deposit, all of which shall comply with the terms of this Lease.
Appears in 2 contracts
Sources: Lease Agreement (Arbutus Biopharma Corp), Lease Agreement (Arbutus Biopharma Corp)
Security Deposit. Upon (a) Concurrently with the execution of this Lease, Tenant shall deliver to Landlord a security deposit in the amount of Two Million One Hundred Fifty Thousand and xx/100 ($2,150,000.00) Dollars (the "Security Deposit"). The Security Deposit shall be in the form of either cash (a "Cash Security Deposit") or an irrevocable letter of credit (the "Letter of Credit") and issued by a bank (or bank subsidiary or other financial institution issuing the Letter of Credit) reasonably acceptable to Landlord and having a long-term unsecured debt rating of not less than "AA" from Standard & Poor's Corporation and otherwise in form and substance satisfactory to Landlord. The Security Deposit shall remain in full force and effect during the Term as security for the payment by Tenant of the Rent and all other charges or payments to be paid hereunder and the performance of the covenants and obligations contained herein, and if the Security Deposit is in the form of a Letter of Credit, same shall be renewed at least thirty(30) days prior to any expiration thereof (and may be in the form of a one year automatically renewable or "evergreen" letter of credit). If Tenant fails to timely renew any Letter of Credit, time being of the essence, Landlord shall have the right at any time after the thirtieth(30th) day before such expiration date to draw on such Letter of Credit and to deposit the proceeds of such Letter of Credit as a cash security deposit in any account for the benefit of Landlord or to declare an Event of Default. The Cash Security Deposit shall not be commingled with other funds of Landlord and shall be deposited in an interest bearing account in a bank selected by Landlord. Provided that an Event of Default has not occurred and is not then continuing, any interest earned on such Cash Security Deposit shall be paid to Tenant annually, less any administrative fee that Landlord is required to pay in connection with the maintenance or servicing of such account, which annual administrative fee shall not exceed one(1%) percent of the amount of such Cash Security Deposit. Provided that no Event of Default has occurred and is then continuing, Tenant shall have the right at anytime during the Term, upon not less than thirty(30) days prior written notice to Landlord, to tender a Letter of Credit to Landlord meeting the requirements of this Paragraph 35 in substitution of a Cash Security Deposit. Notwithstanding the foregoing provisions of this Paragraph 35(a), Landlord has agreed that it shall, concurrently with the execution of this Lease, advance and deposit on behalf of Tenant the Security Deposit in the amount of $2,150,000.00 which Security Deposit shall be assigned to and held by Lender in accordance with provisions of Paragraph 35(d) below. In consideration of such advance by Landlord, Tenant covenants and agrees that it shall reimburse to Landlord the amount of the Security Deposit specified so advanced by Landlord in two installments; the first installment in the amount of One Million and xx/100 ($1,000,000.00) Dollars shall be due and payable to Landlord on [Page One]or before March 31,2005, and the second installment the amount of One Million One Hundred Fifty Thousand and xx/100 ($1,150,000.00) Dollars shall be due and payable to Landlord on or before March 31,2006.
(b) If at any time an Event of Default shall have occurred and be continuing, Landlord shall be entitled, at its sole discretion, to draw on any Letter of Credit or to withdraw the Cash Security Deposit from the above-described account and to apply the proceeds in payment of (i) any Rent or other charges for the payment of which Tenant shall be in default, (ii) any expense incurred by Landlord in curing any default of Tenant, and/or (iii) any other sums due to Landlord in connection with any default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default, including any rights of Landlord under Paragraph 23 or to do any combination of the foregoing, all in such order or priority as Landlord shall so determine in its sole discretion and Tenant acknowledges and agrees that such proceeds shall not constitute assets or funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall be, for all purposes, the property of Landlord (or Lender, to the extent assigned). Tenant further acknowledges and agrees that (1) Landlord's application of the proceeds of any Letter of Credit or Cash Security Deposit towards the payment of Basic Rent, Additional Rent or the reduction of any damages due Landlord in accordance with Paragraph 23 of this Lease. The Security Deposit will be returned to Tenant without interest upon , constitutes a fair and reasonable use of such proceeds, and (2) the expiration application of such proceeds by Landlord towards the Term payment of the LeaseBasic Rent, provided that ▇▇▇▇▇▇ has paid all amounts Additional Rent or any other sums due under this Lease and has otherwise performed all obligations hereunder. In shall not constitute a cure by Tenant of the event applicable default provided that an Event of Default shall not exist if Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of restores the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any full amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlordand in accordance with the requirements of this Paragraph 35, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore so that the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish of the Security Deposit shall constitute a failure be again on deposit with Landlord.
(c) Subject to pay Additional Rent the provisions of Paragraph 35(b) above, at the expiration of the Term and Tenant so long as no Event of Default then exists, the Letter of Credit or any remaining Cash Security Deposit, as the case may be, shall be returned to Tenant.
(d) Landlord shall have ten (10) days the right to designate Lender or any other holder of a Mortgage as the beneficiary of any Letter of Credit during the term of the applicable Loan, and such Lender or other holder of a Mortgage shall have all of the rights of Landlord under this Paragraph 35. In addition, Landlord shall have the right to deposit with Lender any Cash Security Deposit during the term of the applicable Loan, and such Lender or other holder of a Mortgage shall have all of the rights of Landlord under this Paragraph 35. Tenant covenants and agrees to execute such agreements, consents and acknowledgments as may be requested by Landlord from time to time to change the date holder of notice to cure such defaultthe Security Deposit as hereinabove provided.
Appears in 2 contracts
Sources: Lease Agreement (Corporate Property Associates 16 Global Inc), Lease Agreement (Corporate Property Associates 15 Inc)
Security Deposit. Upon execution Landlord acknowledges receipt, subject to clearance if by check, from Tenant of an amount as specified in the Basic Lease Provisions hereof as the Security Deposit, such amount as partial consideration for Landlord to enter into this Lease, and which is to be held as collateral security for the payment of any rentals and other sums of money payable by Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise for the faithful performance of all other covenants and agreements of Tenant hereunder; amount of said Security Deposit without interest to be repaid to Tenant after the termination of this Lease and any renewal thereof, provided Tenant shall have made all such payments, performed all obligations such covenants and agreement and left Demised Premises in same physical condition as when Tenant first occupied Demised Premises, normal wear and tear excepted, and has made no modifications requiring a building permit without first obtaining such permit and consent of Landlord. Upon any default by Tenant hereunder, after expiration of any applicable notice or cure period set forth herein, all or part of said Security Deposit may at Landlord’s sole option, be applied on account of such defaults, and thereafter Tenant shall promptly restore the resulting deficiency in Security Deposit. Tenant hereby irrevocably waives the benefit of any provision of law requiring such Security Deposit to be held in escrow or by a third party, and said Security Deposit shall (subject to the terms and conditions set forth herein) remain the property of Tenant, but may be co-mingled by Landlord (with its own funds). In the event that Tenant defaults under any provision of this Lease, and after Landlord’s interest in the expiration of any applicable cure periodDemised Premises be sold, Landlord may apply alldeliver or merely credit the funds deposited hereunder by Tenant to the purchaser of Landlord’s interest; and, or any part thereupon, provided such purchaser acknowledges receipt of the Security Deposit Deposit, Landlord shall by virtue of such circumstance and these terms fully, finally, and absolutely be discharged from any further liability with respect to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit Deposit; and this provision shall also apply to the original amountbenefit of any and all other deposits; and this provision shall also apply to the benefit of any and all subsequent transferees. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ Tenant agrees to that Tenant will look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary Landlord or its successor(s) in interest, as applicable, for the paragraph above, in lieu return of a cash its Security Deposit, and not in any event to any mortgagee who has assumed Landlord’s position, either by mortgagee in possession, foreclosure or the acceptance of a deed in lieu thereof, unless said mortgagee shall have first in writing actually acknowledged receipt of that specific Security Deposit. Tenant may deliver the further agrees that Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) cannot be used as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlordlast month’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultrent.
Appears in 2 contracts
Sources: Lease (Project Clean, Inc.), Lease (Project Clean, Inc.)
Security Deposit. Upon execution (a) Tenant shall maintain in effect at all times during the Term, as security for the performance of Tenant’s obligations under this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable irrevocable, transferable and unconditional standby letter of credit, credit in a form acceptable substantially similar to Landlord, and issued by a bank reasonably acceptable to Landlord the form annexed hereto as Exhibit B (the “Letter of Credit”) as security), provided in an amount equal to $1,607,872.00 (the “Security Deposit”). Landlord agrees that the form of Letter of Credit shall be delivered to Landlord with executed copies of this Leaseannexed hereto as Exhibit B-1 is satisfactory. The Letter of Credit shall be issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association (ihereinafter referred to as the “Issuing Bank”) with offices for banking purposes in the New York City metropolitan area, reasonably satisfactory to Landlord. The Letter of Credit shall name Landlord as beneficiary, be unconditionalin the amount of the Security Deposit, irrevocablehave a term of not less than one (1) year, transferablepermit multiple drawings, payable to Tenant upon presentment be fully transferrable by Landlord without payment of original to the issuer in person any fees or by courier, in partial or full drawscharges, and (ii) contain an “evergreen” provision which provides otherwise be in form and content reasonably satisfactory to Landlord. If, upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it is shall be deemed automatically renewed on an annual basis renewed, without amendment, for consecutive periods of one (subject to 1) year each thereafter during the permitted date of termination set forth below) Term, unless the issuer delivers Issuing Bank sends notice to Landlord that it elects not to have such Letter of Credit renewed (the “Non-Renewal Notice”), which Non-Renewal Notice shall be sent not less than thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if days next preceding the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part then expiration date of the Letter of Credit and Tenant by certified mail, return receipt requested or by nationally recognized overnight courier. Landlord shall provide Landlord with an additional irrevocable standhave the right, exercisable fifteen (15) days after its receipt (or upon such shorter time after receipt of the Non-by letter Renewal Notice if the expiration date of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid occur prior to the expiration of the fifteen (15) day period) of the Non-Renewal Notice to draw the full amount of the Letter of Credit, by ▇▇▇▇▇▇. The irrevocable stand-by sight draft on the Issuing Bank, and shall hold or apply the proceeds of the Letter of Credit shall remain effective through pursuant to the date that is sixty (60) days following terms of this Article 76. Landlord may draw upon the expiration date Letter of Credit in whole or in part to remedy defaults by Tenant in the payment or performance of any of Tenant’s obligations under this Lease. If Landlord shall have so drawn upon the Letter of Credit, Tenant defaults shall upon demand deposit with Landlord a sum equal to the amount so drawn by Landlord.
(b) Landlord shall return the Letter of Credit to Tenant within forty five (45) days after the expiration of sooner termination of this Lease, provided, however, that if Tenant is in default under this Lease and Landlord shall be entitled to draw down on the Letter of Credit in an amount sufficient to remedy such Tenant default.
(c) Tenant agrees that in the event of a sale of the Building or a leasing of the entire Building, Landlord may transfer the cash Security Deposit held by it to such party, and, with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will and within ten (10) days after written demand from notice of such transfer, or such longer Tenant shall, at its sole cost, arrange for the transfer of the Letter of Credit to the new landlord, as designated by Landlord, provide or have the Letter of Credit reissued in the name of the new landlord (and upon such reissuance, Landlord shall return to Tenant the original Letter of Credit). Tenant thereafter agrees to look strictly to the successor Landlord an additional irrevocablefor the return of the Letter of Credit. Upon such transfer and upon the successor Landlord acknowledging receipt of the deposit, stand-by letter of credit, which shall the transferring Landlord will be in form and substance satisfactory forever released.
(d) Tenant further agrees not to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore encumber or assign the Security Deposit to its hereunder and Landlord will not be bound by any such encumbrance or assignment.
(i) Provided the Tenant has not been in monetary default and/or is not then in monetary default under any of the terms or provisions under this Lease beyond the expiration of any applicable notice and grace periods, and provided the Landlord is holding the full Security Deposit required amount pursuant to this Section 8. Tenant’s failure to replenish 76(a) above, following thirty six (36) consecutive months of payment of Fixed Rent, the Security Deposit then being held by Landlord shall constitute a failure be reduced, such that the amount of security remaining on deposit with Landlord shall be equal to pay Additional Rent $1,205,903.97. If the conditions of this Section 76(e)(i) have been satisfied and the Security Deposit reduced, Landlord shall return the then current Letter of Credit upon receipt of an amended Letter of Credit or replacement Letter of Credit in such reduced amount provided same is otherwise in accordance with the provisions of this Article 76.
(ii) Provided the Tenant has not been in monetary default and/or is not then in monetary default under any of the terms or provisions under this Lease beyond the expiration of any applicable notice and grace periods, and provided the Landlord is holding the full Security Deposit required pursuant to Section 76(e)(ii) above, following sixty (60) consecutive months of payment of Fixed Rent, the Security Deposit then being held by Landlord shall be reduced, such that the amount of security remaining on deposit with Landlord shall be equal to $803,935.98. If the conditions of this Section 76(e)(ii) have ten (10) days from been satisfied and the date Security Deposit reduced, Landlord shall return the then current Letter of notice to cure Credit upon receipt of an amended Letter of Credit or replacement Letter of Credit in such defaultreduced amount provided same is otherwise in accordance with the provisions of this Article 76.
Appears in 2 contracts
Sources: Loft Lease (Integral Ad Science Holding LLC), Lease Agreement (Integral Ad Science Holding LLC)
Security Deposit. Upon execution Notwithstanding any other provision of this LeaseLease Agreement, Tenant shall the Town may, on any date, secure the payment of all or a portion of the Lease Payments remaining due by an irrevocable deposit with Landlord the amount Trustee or an escrow holder un- der an escrow deposit and trust agreement as referenced in Section 10.03 of the Security Deposit specified Indenture, of:
(a) in the case of a security deposit relating to all Lease Payments, either (i) cash in an amount which, together with amounts on [Page One]deposit in the Revenue Fund and the Insurance and Condemnation Fund is sufficient to pay all unpaid Lease Payments, including the prin- cipal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit D, or (ii) Defeasance Obligations in such amount as will, in the written opin- ion of this Lease. The Security Deposit will an independent certified public accountant, together with interest to accrue thereon and, if required, all or a portion of moneys or Federal Securities or cash then on deposit and interest earnings thereon in the Revenue Fund and the Insurance and Condemnation Fund be returned fully sufficient to Tenant without interest upon pay all unpaid Lease Payments on their respective Lease Payment Dates; or (b) in the expiration case of a security deposit relating to a portion of the Term Lease Payments, a certificate executed by an Authorized Representative of the LeaseTown designating the portion of the Lease Payments to which the deposit pertains, provided that and either (i) cash in an amount which is sufficient to pay the portion of the Lease Payments designated in such Authorized Representative of the Town’s certificate, including the principal and interest components thereof, or (ii) ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇- ▇▇▇▇▇ agrees Obligations in such amount as will, together with interest to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary be received thereon, if any, in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form written opinion of an unconditionalindependent certified public accountant, clean, irrevocable standby letter of credit, in a form acceptable be fully sufficient to Landlord, and issued by a bank reasonably acceptable to Landlord (pay the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter Lease Payments designated in the aforesaid Authorized Representa- tive of credit, which shall be in form and substance satisfactory to Landlord, issued by the Town’s Representative’s certificate. In the event of a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount deposit pursuant to this Section 810.1 as to all Lease Payments and the payment of all fees, expenses and indemnifications owed to the Trustee, all obligations of the Town under this Lease Agreement shall cease and terminate, excepting only the obligation of the Town to make, or cause to be made, all payments from the deposit made by the Town pursuant to this Section 10.1 and title to the Property shall vest in the Town on the date of said deposit automatically and without further action by the Town or the Authority. Tenant’s failure Said deposit and interest earnings thereon shall be deemed to replenish the Security Deposit be and shall constitute a failure special fund for the payments provided for by this Section 10.1 and said obligation shall thereafter be deemed to pay Additional Rent be and Tenant shall have ten (10) days from constitute the date installment purchase obligation of notice the Town for the Property. Upon said deposit, the Authority will execute or cause to cure be executed any and all documents as may be necessary to confirm title to the Property in accordance with the provi- sions hereof. In addition, the Authority hereby appoints the Town as its agent to prepare, execute and file or record, in appropriate offices, such defaultdocuments as may be necessary to place record title to the Property in the Town.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
Security Deposit. Upon execution of this Lease, Tenant Subtenant shall deposit with Landlord Sublandlord upon execution hereof the amount of Ninety Five Thousand and 00/100 Dollars ($95,000.00) as security for Subtenant’s faithful performance of Subtenant’s obligations hereunder (the “Security Deposit”). After a Subtenant Event of Default, Sublandlord may apply the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply allDeposit, or any part of thereof, to Sublandlord’s damages without prejudice to any other Sublandlord remedy. Should the entire Security Deposit Deposit, or any portion thereof, be applied by Sublandlord in accordance with the provisions hereof, Subtenant shall forthwith upon demand pay to amounts owed by Tenant. In the event Landlord elects Sublandlord an amount sufficient to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amountamount thereof prior to such application. Landlord may, at its discretion, commingle such funds with its other funds, Upon Sublandlord shall have the same rights and remedies for the non-payment by Subtenant of any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount amounts due on account of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner as Sublandlord has hereunder for repayment failure of the sameSubtenant to pay Base Rent, Additional Rent (hereinafter defined) and other charges (collectively, “Rent”). Notwithstanding anything Provided that Subtenant is not then in default, Sublandlord shall return the Security Deposit or so much thereof as shall not have previously been applied in accordance with the provisions of this Sublease, to Subtenant within thirty (30) days following the expiration or earlier termination of the Sublease and performance by Subtenant of all of the obligations of Subtenant to be performed hereunder, including, without limitation, the surrender of the Premises in compliance with the provisions hereof and the payment of all amounts payable by Subtenant.
(a) As an alternative to the contrary in the paragraph above, in lieu payment of a cash Security Deposit, Tenant may deliver the Security Deposit in cash, Subtenant may deliver to Sublandlord an irrevocable letter of credit as security for Subtenant’s faithful performance of Subtenant’s obligations hereunder, which letter of credit shall (i) name Sublandlord as beneficiary, (ii) be in the original face amount of Ninety Five Thousand and 00/100 Dollars ($95,000.00), (hi) be in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, attached hereto as Exhibit C and incorporated herein; (iv) issued by a bank with a credit rating of not less than S&P AA, or as otherwise reasonably acceptable to Landlord Sublandlord; and (v) be for a term of at least one (1) year, subject to extension in accordance with the terms hereof (the “Letter of Credit”) as security). In the event that Subtenant fails to keep and perform any of the terms, provided covenants and conditions of this Sublease to be kept and performed by Subtenant, then Sublandlord at its sole option may draw down all or a part of the Letter of Credit shall be delivered to Landlord with executed copies compensate Sublandlord for loss or damage sustained or suffered by Sublandlord due to such breach on the part of this LeaseSubtenant. The Should Sublandlord so apply all or any portion of the Letter of Credit, Subtenant shall, upon Sublandlord’s demand, deliver to Sublandlord a replacement Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of in the full original to the issuer in person or by courier, in partial or full drawsamount, and Subtenant’s failure to do so within two (ii2) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date business days after receipt of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice such demand shall constitute a Subtenant Event of cancellation to Landlord and TenantDefault hereunder. Without limiting any The application of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the cash proceeds of the Letter of Credit and Tenant to any obligation or default of Subtenant under this Sublease shall provide Landlord with an additional irrevocable stand-not deprive Sublandlord of any other rights or remedies Sublandlord may have nor shall such application by letter Sublandlord constitute a waiver by Sublandlord. All costs for the issuance (or reissuance) of credit as provided below. Any and all fees or costs charged by the issuer in connection with the said Letter of Credit shall be paid by ▇▇▇▇▇▇Subtenant. In the event of an assignment of the tenant’s interest under the Prime Lease, Sublandlord shall have the right to transfer the Letter of Credit to the assignee of such interest. Subtenant agrees to look solely to such assignee for the return of the Letter of Credit and thereupon Sublandlord shall be discharged from any further liability with respect thereto.
(b) The irrevocable standLetter of Credit shall contain a clause whereby the issuing bank agrees to automatically extend the term of the Letter of Credit from year to year throughout the Sublease Term unless, not less than thirty (30) days prior to the date on which the Letter of Credit would expire absent such extension, the issuing bank gives notice to Sublandlord by hand delivery or nationally recognized overnight courier with receipted delivery of non-extension. In the event of notice from the issuing bank of non-extension, Subtenant shall, not later than five (5) business days prior to the date on which the outstanding Letter of Credit shall expire without extension, obtain and deliver to Sublandlord a replacement Letter of Credit. Subtenant’s failure to do so prior to such five (5) business day period shall constitute a Subtenant Event of Default hereunder.
(c) In the event of a material adverse change in the financial position of any bank or institution which has issued the Letter of Credit or any replacement Letter of Credit hereunder, Sublandlord reserves the right to require that Subtenant change the issuing bank or institution to another bank or institution reasonably approved by Sublandlord. If the bank or institution on which the original Letter of Credit or any replacement Letter of Credit is drawn is declared insolvent or placed into receivership, Subtenant shall, within five (5) business days thereafter, replace the then-outstanding letter of credit with a like letter of credit from another bank or institution acceptable to Sublandlord and Prime Landlord. Subtenant’s failure to do so within such five (5) business day period shall constitute a Subtenant Event of Default hereunder.
(d) The Letter of Credit shall remain effective through the date that is sixty in effect for ninety (6090) days following after the scheduled expiration date this Leaseof the Sublease Term. If Tenant defaults with respect to any provision Subtenant performs all of this Lease beyond applicable notice and cure periodsSubtenant’s obligations hereunder, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit, or so much of the cash proceeds thereof as has not theretofore been applied by Sublandlord, shall be returned, without payment of interest or other increment for its use, to Subtenant within thirty (30) days of the later of (i) the last day of the Sublease Term, (ii) the date Subtenant vacated the Premises, or (iii) the date Subtenant has fulfilled all its obligations hereunder. If any portion No trust relationship is created herein between Sublandlord and Subtenant regarding the Letter of Credit or the proceeds therefrom.
(e) Provided that (i) at the time there is no outstanding and continuing Subtenant Event of Default, (ii) there has been no prior draw or charge by Sublandlord against either the Security Deposit or the Letter of Credit, and (iii) the Subtenant has satisfied the Financial Condition as defined immediately below, then the amount of the Security Deposit is so usedshall be reduced to the corresponding amounts set forth in the table below on the corresponding dates. If Subtenant elects to provide a Letter of Credit, appliedthen the Letter of Credit may provide for an automatic reduction in its amount corresponding to the reduction in the Security Deposit, or retained, Tenant will within ten but occurring thirty (1030) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice reduction of the Security Deposit, provided that if conditions above are not satisfied on the relevant date for reduction of the Security Deposit, then Sublandlord may draw against the Letter of Credit in order to cure such default.prevent the automatic reduction in its amount. The “Financial Condition” shall be defined as the satisfaction of the following criteria as documented by Subtenant’s updated financial statements delivered to Sublandlord and certified as accurate by an officer of Subtenant or by its outside accountants: a tangible net worth equal to or greater than the net worth of Subtenant in the financial statements delivered to Sublandlord by Subtenant immediately prior to the date of this Sublease. Dates Amount of Security Deposit Commencement Date through December 31, 2008 $ 95,000.00 January 1, 2009 through December 31, 2009 $ 70,000.00 January 1, 2010 through Expiration Date $ 47,500.00
Appears in 2 contracts
Sources: Consent to Sublease (Sige Semiconductor Inc), Consent to Sublease (Sige Semiconductor Inc)
Security Deposit. Upon execution On or before the Execution Date of this Lease, Tenant shall deposit the sum in cash set forth in Section 2.2 (the "Security Deposit"), which sum shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the Term. Landlord shall not be required to maintain a separate account for the Security Deposit, but may intermingle it with Landlord other funds of Landlord. Upon distribution of any portion of the amount Holdback Escrow Amount to any party in accordance with the terms of the Holdback Escrow Agreement, the Security Deposit specified on shall increase by [Page One***] Dollars for every [***] Dollars ($[***]) of Holdback Escrow Amount so released. For illustration purposes only, of this Lease. The Security Deposit will be returned to Tenant without interest upon if the expiration full [***] Dollars ($[***]) of the Term of Holdback Escrow Amount is disbursed in accordance with the LeaseHoldback Escrow Agreement, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of then the Security Deposit to amounts owed shall increase by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit [***] Dollars (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease$[***]). If Tenant defaults with respect to any provision of this Lease beyond applicable Lease, then without notice and cure periods, including but not limited to the provisions relating to the payment of RentTenant, Landlord may draw upon (but shall not be required to) apply all or any part of Tenant’s Letter the Security Deposit for the payment of Creditany Rent or any other sum in default. If any portion of the Security Deposit is so used, used or applied, or retainedthen Tenant shall, Tenant will within ten (10) days after written upon demand from Landlordtherefor, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant original amount. If Tenant shall fully and faithfully perform every provision of this Lease to this Section 8. Tenant’s failure to replenish be performed by it, then the unapplied portion of the Security Deposit shall constitute a failure be returned to pay Additional Rent and Tenant, or, at Landlord's option, to the last assignee of Tenant's interest hereunder, within sixty (60) days following the expiration of the Term. Tenant shall not be entitled to any interest on the Security Deposit. Tenant hereby irrevocably waives and relinquishes any and all rights, benefits, or protections, if any, Tenant now has, or in the future may have ten under any provision of law which (10i) days establishes the time frame by which a landlord must refund a security deposit under a lease, or (ii) provides that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant, or to clean the subject premises. Tenant acknowledges and agrees that (A) any statutory time frames for the return of a security deposit are superseded by the express period identified in this Section 6.4, and (B) rather than be so limited, Landlord may claim from the date of notice to cure such default.Security Deposit (i) any and all sums expressly identified in this Section 6.4, and (ii) any additional
Appears in 2 contracts
Sources: Lease Agreement (Ascend Wellness Holdings, LLC), Lease Agreement (Ascend Wellness Holdings, LLC)
Security Deposit. Upon execution Tenant has deposited with Landlord a security deposit (the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth in the Letter of Credit section in the Basic Lease Information, which Security Deposit shall be in the form of an unconditional and irrevocable stand-by letter of credit (the “Letter of Credit”): (i) in form and substance reasonably satisfactory to Landlord, (ii) naming Landlord as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the issuer notice that Landlord is entitled to draw thereunder pursuant to the terms of this Lease, (iv) issued by an FDIC-insured financial institution reasonably satisfactory to Landlord (“LC Issuing Bank”), (v) redeemable by presentation of LC Issuing Bank’s sight draft in person, by nationally recognized overnight courier or by facsimile; and (vi) having an expiration date not earlier than ninety (90) days after the Expiration Date or, in the alternative, have a term of not less than one (1) year and be automatically renewable for an additional one (1) year periods (provided, however, that the final Letter of Credit shall not expire earlier than ninety (90) days after the Expiration Date) unless, on or before the date forty-five (45) days prior to the expiration of the term of such Letter of Credit, the LC Issuer gives notice to Landlord of its election not to renew such Letter of Credit for any additional period pursuant thereto. If Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration date of any then current Letter of Credit, Landlord shall deposit with Landlord have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. The Security Deposit specified on [Page One], shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit will be returned to is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon each occurrence of a Default (as defined in Paragraph 24) by Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, use all or any part of the Security Deposit to amounts owed pay delinquent payments due under this Lease, future rent damages under California Civil Code Section 1951.2, and the cost of any damage, injury, expense or liability caused by Tenantsuch Default, without prejudice to any other remedy provided herein or provided by law. In the event Landlord elects Landlord’s right to apply use the Security Deposit as provided for aboveunder this Paragraph 7 includes the right to use the Security Deposit to pay future rent damages following the termination of this Lease pursuant to Paragraph 25.5 below. Upon any use of all or any portion of the Security Deposit, Tenant shall promptly pay Landlord within twenty (20) days after receipt of written demand the amount that will restore such (by delivery of a replacement or amended Letter of Credit) the Security Deposit to the original amountamount set forth in the definition of “Letter of Credit” set forth in the Basic Lease Information of this Lease. Tenant hereby waives the provisions of any law, now or hereafter in force, including, without limitation, California Civil Code Section 1950.7, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, at its discretionin addition, commingle such funds with its claim those sums reasonably necessary to compensate Landlord for any other fundsloss or damage, foreseeable or unforeseeable, caused by the Default of Tenant or any of Tenant’s Agents under this Lease. Upon any sale bankruptcy or other conveyance of the Buildingdebtor-creditor proceedings against Tenant, Landlord may transfer the Security Deposit (or any shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to the filing of such proceedings, subject to applicable bankruptcy law. If Tenant shall fully perform every provision of this Lease to be performed by Tenant and Landlord is holding cash in the amount of the Letter of Credit or cash proceeds therefrom, the Security Deposit remainingDeposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant within ninety (90) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at days after the successor/owner for repayment expiration or earlier termination of the samethis Lease. Notwithstanding anything to the contrary in the paragraph aboveIf, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided is holding the Letter of Credit upon the expiration or earlier termination of this Lease, Landlord shall be delivered comply with the LC Issuer’s requirements necessary to Landlord with executed copies cancel the Letter of Credit by the date that is ninety (90) days after the expiration or earlier termination of this Lease. The Notwithstanding anything contained in this Paragraph 7 to the contrary, if Landlord draws on the Letter of Credit for any reason, then Tenant shall have the right, upon ten (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (3010) days’ prior written notice to Landlord, to obtain a refund from Landlord of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part unapplied proceeds of the Letter of Credit which Landlord has drawn upon, any such refund being conditioned upon Tenant simultaneously delivering to Landlord a replacement Letter of Credit in the amount required by, and otherwise meeting the requirements contained in, this Paragraph 7. Notwithstanding anything to the contrary contained herein or in the 951 Gateway Lease, if requested by Landlord at any time following the date of this Lease, Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by cause the issuer in connection with LC Issuing Bank to bifurcate the Letter of Credit into two separate letters of credit, one securing Tenant’s obligations under the 951 Gateway Lease and the other securing Tenant’s obligations under this Lease. Such bifurcated letters of credit shall each be paid in an amount specified by ▇▇▇▇▇▇. The irrevocable stand-by Landlord, provided that the aggregate amount of such letters of credit shall equal the amount of the Letter of Credit immediately prior to such bifurcation. Concurrently with the bifurcation of the Letter of Credit, Landlord and Tenant shall remain effective through enter into a modification of the date that is sixty (60) days following 951 Gateway Lease and a modification of this Lease, which modifications shall amend Paragraph 7 of the expiration date 951 Gateway Lease and this Paragraph 7 to provide for separate, stand-alone security deposit provisions in the 951 Gateway Lease and this Lease. If Landlord transfers its interest in the Project or this Lease, Landlord shall either (a) transfer any Security Deposit then held by Landlord to a person or entity assuming Landlord’s obligations under this Paragraph 7, or (b) return to Tenant defaults any Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to any provision of this Lease beyond applicable notice the Security Deposit, and cure periods, including but not limited Tenant’s right to the provisions relating return of the Security Deposit shall apply solely against Landlord’s transferee. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee, and no interest shall accrue thereon. Notwithstanding anything to the payment of Rentcontrary contained in this Lease, Landlord may draw upon shall have the right to apply all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit in connection with any Defaults (as such term is so used, applied, or retained, Tenant will within ten (10defined in the 951 Gateway Lease) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore under the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default951 Gateway Lease.
Appears in 2 contracts
Sources: Lease Agreement (Theravance Biopharma, Inc.), Lease Agreement (Theravance Inc)
Security Deposit. Upon execution 29.1 Tenant has provided Landlord with a Letter of Credit in the amount of $175,000 as security for the full and punctual performance by Tenant of all of the terms of this Lease. Provided there has been no Event of Default by Tenant, the amount of the Letter of Credit shall be reduced by one-third ($58,333.33) at the end of each of the first three years of the Term. At the expiration of the third year of the Term Tenant shall deposit with Landlord the amount sum of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder$12,824 as such security. In the event that Tenant defaults under in the performance of any provision of the terms of this Lease, and after Lease following the expiration of any applicable notice and cure periodperiods, including the payment of Rent, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all whole or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by use, apply or retain the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all whole or any part of the security so deposited, as the case may be, to the extent required for the payment of any Rent or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s Letter default in respect of Credit. If any portion of the Security Deposit is terms of this Lease, including any damages or deficiency in the reletting of the Premises, whether accruing before or after summary proceedings or other reentry by Landlord. In the case of every such use, application or retention, Tenant shall, on demand, pay to Landlord the sum so used, applied, applied or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, retained which shall be in form added to the security deposit so that the same shall be replenished to its former amount. If Tenant shall fully and substance satisfactory punctually comply with all of the terms of this Lease, the security, without interest, shall be returned to Tenant after the termination of this Lease and delivery of exclusive possession of the Premises to Landlord, issued . In the event of a sale or lease of the Building Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall ipso facto be released by a bank reasonably acceptable to Landlord, in an amount sufficient to restore Tenant from all liability for the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent return of such security; and Tenant agrees to look solely to the new landlord for the return of said security; and it is agreed that the provisions hereof shall have ten (10) days from apply to every transfer or assignment made of the date of notice security to cure a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security and neither Landlord nor its successors or assigns shall be bound by any such defaultassignment, encumbrance, attempted assignment or encumbrance.
Appears in 2 contracts
Sources: Lease Agreement (Cerecor Inc.), Lease Agreement (Cerecor Inc.)
Security Deposit. Upon Tenant has paid Landlord at the execution hereof the amount of Seventy-Two Thousand Nine Hundred Thirty-Six Dollars ($72,936) as security (the “Security Deposit”) for the performance of the terms hereof by Tenant, which shall be returned to Tenant within thirty (30) days after the termination of the Lease if it has discharged its obligations to Landlord in full, although Fifty-Four Thousand Seven Hundred Dollars ($54,700) of the Security Deposit may be returned earlier as provided in the last sentence of this section. In the event of Tenant’s default, Landlord may, at its option, apply all or part of the deposit to cure such default in whole or in part. Landlord may, in its sole discretion, resort to any or all rights and remedies against Tenant before applying such deposit. Use of such deposit shall not prevent Landlord from exercising other rights or remedies provided by this Lease or at law or in equity. Throughout the term of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If replenish any portion of the Security Deposit is so deposit used, applied, applied or retained, Tenant will retained within ten (10) days after of written demand therefor by Landlord. Landlord may commingle and invest the deposit without obligation to pay interest on or account for the deposit. Landlord may assign the deposit to any successor in interest, thereby releasing Landlord from liability therefor. Tenant may not assign the deposit without Landlord’s prior written consent. At such time as Tenant provides Landlord with a true and complete balance sheet, provide certified for accuracy and completeness by Tenant’s chief financial officer, which fairly depicts Tenant’s net worth (defined as Tenant’s tangible net assets, reasonably valued, less its liabilities) as depicted on Tenant’s balance sheet exceeds Nine Million Dollars ($9,000,000) and provided Tenant is not otherwise in default under this Lease (and would not be in default with the passage of time or the giving of notice or both), then Landlord shall return to Landlord an additional irrevocable, standTenant Fifty-by Four Thousand Seven Hundred Dollars ($54,700) of the Security Deposit. Tenant may from time to time substitute a standby letter of creditcredit for all or a portion of the Security Deposit, which shall be in form and substance from a financial institution reasonably satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.
Appears in 2 contracts
Sources: Office Lease (Nimblegen Systems Inc), Office Lease (Nimblegen Systems Inc)
Security Deposit. Upon execution In accordance with the Annotated Code of Maryland, Real Property Article, Tenant has deposited with the Landlord/Agent the sum of Dollars ($ ), receipt of which is hereby acknowledged, which sum does not exceed two (2) months’ rent, which is to be held as collateral security and applied on any rent or unpaid utility ▇▇▇▇ that may remain due and owing at the expiration of this Lease, Tenant shall deposit with any extension thereof or holding over period, or applied to any damages to the premises in excess of ordinary wear and tear caused by the Tenant, the Tenant’s family, guests, employees, agents, or pets, or other damages and expenses suffered by Landlord the amount as a result of the Security Deposit specified on [Page One], a breach of any covenant or provision of this Lease. Tenant may not utilize the security deposit as rent and must not apply the same as the last month’s rent. The security deposit will be deposited and maintained in an escrow account in a federally insured financial institution which does business in the State of Maryland, devoted exclusively to security deposits, within thirty (30) days after it has been received. The security deposit may be held in insured certificates of deposit at branches of a federally insured financial institution within the State of Maryland or in securities issued by the federal government or the State of Maryland. The Landlord/Agent must provide the Tenant, within forty-five (45) days after the termination of the tenancy by first class mail directed to the last known address of the Tenant, a written list of any damages to the premises together with a statement of costs actually incurred. Within forty-five (45) days after the termination of the tenancy, the Landlord/Agent must return the deposit to the Tenant together with simple interest, which will accrue in the amount of 3% per annum less any damages rightfully withheld. Tenant’s obligations under this Lease may not end when Tenant ceases to occupy the premises. Repairs required may be so substantial or of such a nature that work will not be completed within the forty- five (45) day period following the termination of the tenancy. In such event, Landlord reserves the right to pursue Tenant for reimbursement for costs incurred to repair damages to the premises. In the event of a sale of the property upon which the premises are situated or the transfer or assignment by the Landlord/Agent of this Lease, the Landlord/Agent has the obligation to transfer the security deposit to the transferee. After the transfer is made and after written notice of same is given to the Tenant with the name and address of the new Landlord/Agent, Landlord/Agent is released from all liability for the return of the security deposit and the Tenant must look solely to the new Landlord/Agent for the return of his security deposit. It is agreed that the foregoing will apply to every transfer or assignment made of the security deposit to a new Landlord/Agent. In the event of any rightful or permitted assignment of this Lease by the Tenant to any assignee or sublessee, the security deposit is deemed to be held by the Landlord/Agent as a deposit made by the assignee or sublessee and the Landlord/Agent will have no further liability with respect to return of such security deposit to the assignor. The failure of the Landlord to comply with the Security Deposit will be returned Law may result in the Landlord being liable to the Tenant without interest upon for a penalty of up to three (3) times the expiration of Security Deposit withheld, plus reasonable attorney’s fees. The Landlord or Landlord’s estate, but not the Term of the Leasemanaging agent or court appointed receiver, provided that ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ has paid all amounts due under this County Single Family Lease and has otherwise performed all obligations hereunder. In Revised: 02/05 Page 2 of 12 remain liable to the event that Tenant defaults under any provision of this Lease, and after for the expiration of any applicable cure period, Landlord may apply all, or any part maintenance of the Security Deposit to amounts owed security deposit as required by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultlaw.
Appears in 2 contracts
Sources: Single Family Dwelling Lease, Single Family Dwelling Lease
Security Deposit. Upon the execution of this Lease, Tenant shall deposit with ---------------- pay to Landlord $[*] ("the amount Deposit") as security for the faithful performance by Tenant of all of the Security Deposit specified on [Page One]terms, covenants, and conditions of this LeaseLease (including, but not limited to, the payment of Rent). The Security Deposit will shall be returned to Tenant without interest upon given in cash in the expiration minimum amount of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder$[*]. In the event that Tenant defaults under any provision of this Lease, and after pays to Landlord the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any full amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of cash, Tenant may elect to convert $[*] of the Security Deposit into the form of an unconditional, cleanirrevocable letter of credit in the name of the Landlord and payable upon presentation at a federally-insured national bank in the Commonwealth of Virginia, irrevocable standby in such form and content as landlord shall reasonably require, or in such form as Landlord may approve, or in a combination of the foregoing. Upon Landlord's receipt of an approved letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable refund to Tenant upon presentment the full amount of original the letter of credit up to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date a maximum amount of termination set forth below) unless the issuer delivers $[*] within thirty (30) days’ prior written notice . Landlord may, but is not obligated to, without waiving or satisfying such Event of cancellation to Landlord and Tenant. Without Default, or waiving or limiting any of Landlord’s other rights or remedies hereunderof Landlord or limiting Tenant's liability to Landlord, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon apply all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so usedon account of any Event of Default hereunder, appliedas well as on account of any expense incurred or paid, or retaineddamages suffered, Tenant will by Landlord in connection with such failure, and Tenant, within ten (10) days after following receipt of written demand from Landlordnotice of demand, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an replenish the amount sufficient necessary to restore the Security full Deposit. Landlord may commingle the Deposit with any other accounts that Landlord holds, and Landlord shall not be obligated to pay any interest accrued on the Deposit to its required amount pursuant Tenant. In the event of a sale or other transfer of the Project (or Landlord's interest therein), Landlord shall have the right to this Section 8. Tenant’s failure transfer to replenish such purchaser or other party the Security Deposit and Landlord thereupon shall constitute a failure to pay Additional Rent be released by Tenant from all liability for the return thereof, and Tenant shall have ten (10) days from agrees to look to the date of notice to cure such defaultnew landlord solely for the return thereof.
Appears in 2 contracts
Sources: Lease Agreement (Equinix Inc), Lease Agreement (Equinix Inc)
Security Deposit. 32.1 Upon the execution of this LeaseLease by Tenant, Tenant shall deposit with deliver to Landlord a letter of credit (the “Letter of Credit”) issued in favor of Landlord in the amount of the Security Deposit specified on [Page One]Amount, of this Lease. The Security Deposit will be returned to as security for the faithful performance and observance by Tenant without interest upon the expiration of the Term terms, conditions and provisions of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all monetary and non-monetary obligations of Tenant hereunder, including without limitation the surrender of possession of the Premises to Landlord as herein provided. In the event that Tenant defaults under in respect of any provision of the terms of this LeaseLease including, but not limited to, the payment of Rent and additional rent after notice and the expiration of any applicable cure period, Landlord may apply alldraw upon Letter of Credit to the extent required for the payment of any sum as to which Tenant is in default or for any sum which Landlord may have expended or may be required to expend by reason of Tenant’s default, including any damages or any part deficiency accrued before or after summary proceedings or other re-entry by Landlord. In addition, Landlord may draw upon Letter of Credit to the extent required to compensate Landlord for the actual costs incurred by Landlord in leasing the Premises, including, without limitation, the unamortized portion of all of the Security Deposit to amounts owed by Landlord’s Work performed and the unamortized portion of Tenant’s free rent period, if any. In the event Landlord elects to apply draws upon the Security Deposit as provided for aboveLetter of Credit and applies or retains any portion or all of the sum received upon such draw, Tenant shall promptly forthwith take such action as is necessary to restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any face amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided so that at all times the amount of the Letter of Credit shall be delivered equal to the Security Deposit Amount.
32.2 The Letter of Credit shall be an irrevocable, unconditional letter of credit with an initial term of not less than one (1) year from the date of this Lease. Without further act or instrument required by Landlord, the Letter of Credit shall be automatically renewed for successive one (1) year periods throughout the remainder of the Term unless, not less than sixty (60) days prior to the then current expiration date of the Letter of Credit the issuing bank notifies Landlord with executed copies of its intention not to renew the Letter of Credit. The Letter of Credit (or any renewal, extension or replacement thereof) shall continue in full force and effect and shall be maintained in its full face amount for three (3) full calendar months beyond the expiration of the Term of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer negotiable and freely transferable in person connection with a sale or transfer by courier, in partial or full draws, and Landlord as hereinafter described; (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date be issued by Bank of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation America, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or other New York City banking institution reasonably acceptable to Landlord and Tenant. Without limiting which is a member of the New York Clearing House Association; (iii) provide for payment of all or any portion of Landlord’s rights or remedies hereunder, if the bank issuing face amount of the Letter of Credit provides to Landlord with upon the receipt by the issuing bank of a cancellation notice, statement signed by a representative of Landlord may immediately that Landlord is entitled to such amount pursuant to the terms of this Lease; and (iv) be otherwise in form and substance reasonably satisfactory to Landlord. Landlord’s receipt of notice from the issuing bank of its intention not to renew the Letter of Credit or Tenant’s failure to deliver a renewal or replacement Letter of Credit shall entitle Landlord at any time thereafter to draw upon all or any part the full face amount of the Letter of Credit and retain such sum as security hereunder in lieu of the Letter of Credit. Tenant’s failure to maintain the Letter of Credit or to substitute a cash security deposit as a replacement therefor shall constitute a default under this Lease.
32.3 If Tenant shall provide Landlord fully and faithfully comply with an additional irrevocable stand-by letter all of credit as provided below. Any the terms, provisions and all fees or costs charged by the issuer in connection with covenants of this Lease, the Letter of Credit shall be paid by ▇▇▇▇▇▇returned to Tenant after the Expiration Date or sooner termination of this Lease (other than a termination that results from Tenant’s default hereunder). The irrevocable stand-by In the event of a sale of the Building or leasing of the Building or a portion of which the Premises form a part, Landlord shall have the right to transfer the Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating vendee or lessee. Landlord upon such transfer shall be released by Tenant from all liability for the return of such security and Tenant agrees to look solely to the payment new landlord for the return of Rent, Landlord may draw upon all said security. It is agreed that the provisions hereof shall apply to every transfer or any part of Tenant’s Letter of Credit. If any portion assignment made of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide security to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultnew landlord.
Appears in 2 contracts
Sources: Lease Agreement (Panacea Acquisition Corp), Lease Agreement (Panacea Acquisition Corp)
Security Deposit. Upon (a) Contemporaneously with the execution of this Lease, Tenant shall deposit with pay to Landlord the amount Security Deposit, which shall be held by Landlord to secure Tenant's performance of the Security Deposit specified on [Page One], of its obligations under this Lease. The Security Deposit will be returned is not an advance payment of Rent or a measure or limit of Landlord's damages upon an Event of Default. Landlord may, from time to Tenant time following an Event of Default and without interest upon the expiration of the Term of the Leaseprejudice to any other remedy, provided that ▇▇▇▇▇▇ has paid use all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any a part of the Security Deposit to amounts owed by Tenantperform any obligation Tenant fails to perform hereunder. In Following any such application of the event Security Deposit, Tenant shall pay to Landlord elects on demand the amount so applied in order to apply restore the Security Deposit as provided for aboveto its original amount. Provided that Tenant has performed all of its obligations hereunder, Landlord shall, within thirty (30) days after the Term ends, return to Tenant the portion of the Security Deposit which was not applied to satisfy Tenant's obligations. The Security Deposit may be commingled with other funds, and no interest shall promptly restore such be paid thereon. If Landlord transfers its interest in the Premises and the transferee assumes Landlord's obligations under this Lease, then Landlord may assign the Security Deposit to the original amount. transferee and Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of thereafter shall have no further liability for the Building, Landlord may transfer the Security Deposit (or any amount return of the Security Deposit remainingDeposit.
(b) Tenant shall have the right to deliver to Landlord an unconditional, irrevocable commercial letter of credit ("Letter of Credit") in substitution for the cash Security Deposit. The Letter of Credit shall be (a) in form and substance satisfactory to Landlord; (b) in the amount set forth in the Lease Summary; (c) issued by First Union National Bank (or its successor that meets the criteria set forth in this Subsection 23(b)) in a successor/ownerNew York, New York metropolitan area or northern New Jersey federally insured branch (i) organized under the laws of the United States of America or any state thereof; (ii) doing business in the United States of America; (iii) subject to state or federal banking regulatory authorities; (iv) having a combined capital, surplus and undivided profits (less any undivided losses) of not less than five hundred million dollars ($500,000,000.00); and (v) having a commercial paper rating of A-1 (or the equivalent) from Standard & Poor's Corporation or P-1 (or the equivalent) from ▇▇▇▇▇'▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph aboveInvestors Service, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, Inc. and issued by a bank otherwise reasonably acceptable to Landlord (collectively "Bank Criteria"); (d) payable in full or partial draws upon presentation of the “Letter of Credit”Credit to the issuer together with a letter on Landlord's letterhead stating that Landlord is entitled to the Letter of Credit proceeds; (e) made expressly transferable and assignable to the Landlord from time to time of the Building, the holder or trustee, as securityapplicable, provided under any mortgage, and any receiver of such Landlord (it being agreed that the Letter of Credit shall be delivered only to Landlord with executed copies any of this Lease. The such persons or entities); and include an "evergreen" provision which provides that the Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ days prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing such that the Letter of Credit provides remains in effect through the sixtieth (60th) day after the expiration of the Lease Term and Renewal Term, if applicable. Landlord with a cancellation notice, Landlord may immediately shall be permitted to draw upon all or any part of the Letter of Credit and apply all or a portion of the proceeds thereof necessary to compensate Landlord for any matter to which the Security Deposit is permitted to be applied hereunder, and to retain the remaining proceeds thereof for the remainder of the Lease Term and Renewal Term, as applicable, as a cash Security Deposit. Within three (3) days after written notice of Landlord's use of all or a portion of the proceeds of the Letter of Credit, Tenant shall provide deposit with Landlord with cash in an additional irrevocable stand-amount sufficient to replace the funds so used by letter of credit as provided belowLandlord and the entire Security Deposit shall thereafter be held by Landlord in cash. Any and all fees or costs charged by Landlord also shall have the issuer in connection with right to draw upon the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by in any of the following circumstances, without any further notice of any kind except as expressly specified in this Subsection 23(b): (i) if Tenant fails to deliver to Landlord a replacement Letter of Credit shall remain effective through complying with the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision terms of this Lease beyond applicable notice and cure periodssubsection (from a financial institution other than the issuer, including but not limited to or successor thereto, of the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s then-current Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will ) within ten (10) days after written demand from Landlordby Landlord after the financial condition of the issuing bank (or the successor thereto) is reduced below a rating of the Bank Criteria or (ii) if Tenant fails to provide Landlord with any renewal or replacement Letter of Credit complying with the terms of this Subsection 23(b) at least twenty-five (25) days prior to the expiration of the then-current Letter of Credit. Landlord shall not be required to pay any interest on any proceeds drawn under the Letter of Credit or to maintain any such proceeds in a separate account. Within sixty (60) days after the later of (i) the expiration of the Term or Renewal Term, provide as applicable, of this Lease or (ii) Tenant's vacating the Leased Premises (and not then being in default hereunder), Landlord shall return the Letter of Credit and all proceeds thereof being held by Landlord (less such portions thereof as Landlord may have used to satisfy Tenant's obligations or liabilities to Landlord and less such other sums as Landlord reasonably expects to be due from Tenant). Tenant expressly waives any right it might otherwise have to prevent Landlord from drawing on the Letter of Credit and agrees that an additional irrevocable, stand-by letter of credit, which action for damages and not injunctive or other equitable relief shall be Tenant's sole remedy in form and substance satisfactory the event Tenant disputes Landlord's claim to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore any such amounts. Neither the cash Security Deposit nor any drawing under the Letter of Credit shall be deemed to its required amount pursuant to be liquidated damages in the event of a breach by Tenant of this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultLease.
Appears in 2 contracts
Sources: Lease Agreement (Eresearchtechnology Inc), Lease Agreement (Premier Research Worldwide LTD)
Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord on the signing of this Lease the Security Deposit, as set forth in Paragraph 1, for the full and faithful performance of Tenant's obligations under this Lease, including, without limitation, the surrender of possession of the Demised Premises to Landlord as herein provided. If Landlord applies any part of said Security Deposit to cure any default of Tenant, Tenant shall, on demand, deposit with Landlord the amount so applied so that Landlord shall have the full Security Deposit on hand at all times during the Term. Landlord, in the event that the Demised Premises are sold, shall transfer and deliver the Security Deposit, as such, to the purchaser of the Demised Premises and shall notify Tenant thereof, and thereupon Landlord shall be discharged from any further liability in reference thereto. The Security Deposit, (less any portions thereof used, applied or retained by Landlord in accordance with the provisions of this Paragraph 41) which need not be placed in any separate account of Landlord, shall be returned to Tenant, without interest, within thirty (30) days after the expiration or sooner termination of this Lease without the fault of Tenant and after delivery of the entire Demised Premises to Landlord in accordance with the provisions of this Lease and satisfaction of an ISRA or other environmental requirements still pending at the time of expiration or termination of the Lease. Tenant covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit specified on [Page One]and Landlord shall not be bound by any such assignment, of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderencumbrance or attempt thereof. In the event that of the insolvency of Tenant, or in the event of the entry of a bankruptcy judgment in any court against Tenant defaults which is not discharged within thirty (30) days after entry, or in the event a petition is filed by or against Tenant under any provision chapter of the bankruptcy laws of the State of New Jersey or the United States of America, then in such event, Landlord may require Tenant to deposit additional security, to be held by, Landlord pursuant to the terms of this Lease, and after the expiration in an amount which in Landlord's sole judgment would be sufficient to adequately assure Tenant's performance of any applicable cure period, Landlord may apply all, or any part all of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of obligations under this Lease beyond applicable notice and cure periodsincluding all payments subsequently accruing. Failure of Tenant to deposit the security required by this paragraph, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after Landlord's written demand from Landlorddemand, provide shall constitute a material breach of this Lease by Tenant. Landlord further agrees that upon the Tenant's initial public offering and submission to Landlord an additional irrevocableof documentation confirming such initial public offering, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit amount shall be reduced to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten three (103) days from the date of notice to cure such defaultmonths' Basic Rent.
Appears in 2 contracts
Sources: Lease Agreement (Tellurian Inc /Nj/), Lease Agreement (Tellurian Inc /Nj/)
Security Deposit. Upon (a) Simultaneously with the execution and delivery of this Lease, Tenant shall deposit with Landlord deliver the Security Deposit to Landlord, which shall be in the form of an irrevocable letter of credit (“Letter of Credit”) in the amount set forth in Section 1.3 hereof, and which satisfies the conditions of this Lease.
(b) Such Letter of Credit must satisfy all of the following conditions: (i) the Letter of Credit must be in the form of Exhibit E hereto or in such other form as is approved by Landlord in its sole and absolute discretion, with an expiration date not less than ninety (90) days after this Agreement terminates or expires; (ii) the beneficiary of the Letter of Credit must be Landlord or Landlord’s designee; (iii) the Letter of Credit must be irrevocable, unconditional and transferable one or more times without charge; (iv) the Letter of Credit must be issued by a bank satisfactory to Landlord in its sole and absolute discretion; (v) the Letter of Credit must provide that it may be drawn at a location in Boston, Massachusetts or another location acceptable to Landlord, and (vi) the Letter of Credit must be in a form approved by the Mortgagee (as hereinafter defined) in its reasonable discretion. If, at any time, the issuer of the Letter of Credit gives notice of its election not to renew, extend and/or reissue and/or not to honor the Letter of Credit, then Tenant shall, on or before thirty (30) days prior to the expiration of the term of the Letter of Credit, deliver to Landlord (1) a replacement Letter of Credit satisfying all of the above conditions or (2) cash in the full amount of the expiring Letter of Credit; and if Tenant fails to timely deliver to Landlord a replacement Letter of Credit as provided above or cash in the full amount of the expiring Letter of Credit, Landlord may draw on the Letter of Credit and hold and apply the proceeds of such drawing as the Security Deposit pursuant to the terms hereof. If (x) Landlord shall, in Landlord’s sole discretion, feel insecure with the creditworthiness of the bank issuing the Letter of Credit and Tenant shall fail, within ten (10) days after notice, to either provide a replacement Letter of Credit as provided above or provide Landlord cash in the full amount of the existing Letter of Credit, or (y) Tenant fails to provide Landlord with cash in the full amount of the Letter of Credit within ten (10) days after (I) any proceedings under the Bankruptcy Code or any insolvency law are instituted with the bank as debtor or (II) the bank issuing the Letter of Credit is anticipated, in Landlord’s reasonable opinion, to be taken over or is taken over by the Federal Deposit Insurance Corporation, the Resolution Trust Corporation or a similar entity, then such failure by Tenant under clauses (x) or (y) of this sentence shall constitute a default and, in addition to any other rights which Landlord might have by reason of such default, Landlord may draw on the Letter of Credit and hold and apply the proceeds of such drawing as part of the Security Deposit specified pursuant to the terms hereof. Tenant shall be responsible to pay Landlord for all actual out-of-pocket costs and expenses, including reasonable attorneys’ fees arising out of or related to a draw on [Page One], the Letter of this LeaseCredit. The Security Deposit will be returned Subject to Tenant without interest upon Landlord’s right to require a replacement letter of credit as provided above if the expiration Landlord shall hereafter feel insecure with the creditworthiness of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease Fargo Bank, National Association, Landlord hereby approves the use of ▇▇▇▇▇ Fargo Bank, National Association as the initial issuing bank for the Letter of Credit.
(c) The Security Deposit is security for the faithful performance and has otherwise performed all obligations hereunder. In observance by Tenant of the event that Tenant defaults under any provision terms, provisions and conditions of this Lease, and after . It is agreed that in the expiration event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease or would be in default but for the passage of time or the giving of notice or both or if such passage of time or giving of notice is interrupted, stayed, barred or tolled by applicable cure periodlaw or legal proceeding or at the end of the Lease Term, Landlord may use, apply all, or retain the whole or any part of the Security Deposit without notice to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit and to the original amount. extent required for payment of any Base Rent, Additional Rent, or any other sum that is due Landlord may, at its discretion, commingle such funds with its other funds, Upon or for any sale or other conveyance of the Building, sum which Landlord may transfer the Security Deposit (expend or any amount of the Security Deposit remaining) may be required to a successor/owner, and ▇▇▇▇▇▇ agrees expend pursuant to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to any damage or deficiency accrued before or after summary proceedings or other re-entry by Landlord, including the provisions relating costs of such proceeding or re-entry and further including, without limitation, reasonable attorney’s fees. It is agreed that Landlord shall always have the right to apply the payment of RentSecurity Deposit, Landlord may draw upon all or any part thereof, as aforesaid, without notice and without prejudice to any other remedy or remedies which Landlord may have, or Landlord may pursue any other such remedy or remedies in lieu of Tenant’s Letter of Credit. If any portion of applying the Security Deposit is so usedor any part thereof. No interest shall be payable on the Security Deposit, applied, and Landlord has the right to commingle the Security Deposit with other funds of Landlord. If Landlord shall apply the Security Deposit in whole or retainedin part, Tenant will within ten (10) days after written demand from Landlordshall, provide upon demand, pay to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an the amount sufficient so applied to restore the Security Deposit to its required amount pursuant original amount. Because Taxes, Operating Costs and other Additional Rent are subject to this Section 8. Tenant’s failure annual reconciliation based on actual amounts (together with all other amounts due from Tenant to replenish Landlord, collectively referred to herein as “Final Amounts Due”) determined to be due, in addition to the other rights provided herein to Landlord regarding the Security Deposit and notwithstanding anything to the contrary contained herein, Landlord shall constitute have the right, in its sole discretion, upon the end of the Lease Term and Tenant’s yield-up of the Premises in accordance with the terms of this Lease to hold all or a failure portion of the Security Deposit (or whatever amount remains after Landlord exercises its other rights hereunder), including, without limitation, drawing on a Letter of Credit, until ninety (90) days after the termination or earlier expiration of this Lease and Tenant yielding up the Premises pursuant and satisfying the other provisions of this Lease (“Outside Determination Date”), by which time (or an earlier date at Landlord’s election), Landlord shall do the following: (i) if the Final Amounts Due are known, Landlord shall deduct the Final Amounts Due from the remaining Security Deposit and return any balance of the Security Deposit to Tenant, and (ii) if the Final Amounts Due are not known Landlord shall estimate the Final Amounts Due by the Outside Determination Date and deduct the Final Amounts Due from the remaining Security Deposit, with any adjustments to be made once the Final Amounts due are determined. If the remaining Security Deposit, if any, is not sufficient to pay Additional Rent and Tenant’s obligations hereunder, Tenant shall have pay the same within ten (10) days of billing from Landlord. In the date event of notice a sale or other transfer of Landlord’s Property, or leasing of the entire Landlord’s Property including the Premises subject to cure Tenant’s tenancy hereunder, Landlord shall transfer the Security Deposit then remaining to the purchaser or other transferee and Landlord shall thereupon be released from all liability for the return of such defaultSecurity Deposit to Tenant; and Tenant agrees to look solely to the new landlord for the return of the Security Deposit then remaining. The holder of any mortgage upon Landlord’s Property shall never be responsible to Tenant for the Security Deposit or its application or return unless the Security Deposit shall actually have been received in hand by such holder. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. This Section shall survive the expiration or earlier termination of this Lease.
Appears in 2 contracts
Security Deposit. Upon the execution of this Lease, Tenant shall deposit with Landlord a Letter of Credit as described in this Section (the “Letter of Credit”), as security for the punctual performance of each and every obligation of Tenant under this Lease. In no event shall the Security Deposit be deemed to be a prepayment of Rent nor shall it be considered a measure of liquidated damages. The Letter of Credit shall be an irrevocable standby letter of credit, in form and content and issued by a commercial bank satisfactory to Landlord in its reasonable discretion, which Letter of Credit shall provide that it may be drawn upon in Boston, Massachusetts or by facsimile (i) in part or in whole, upon the presentation of a sight draft accompanied by a certificate signed by a representative of Landlord, setting forth the amount due to Landlord by reason of the occurrence of an Event of Default by Tenant hereunder, or (ii) in whole, upon the presentation of a sight draft accompanied by a certificate signed by a representative of Landlord, stating that (a) such Letter of Credit will expire within thirty (30) days of such certificate, and (b) Tenant has not deposited a substitute Letter of Credit in the form, amount and issued by a bank as required by this Section. Landlord agrees that for purposes of this Section, First Republic Bank shall be an acceptable issuer of the Letter of Credit. Any payment drawn by Landlord under the Letter of Credit pursuant to clause (ii) of the preceding sentence shall be held by Landlord as a cash Security Deposit (“Cash Security”) pursuant to the provisions of this Article. Landlord may commingle any Cash Security with Landlord’s other funds, and no interest shall be due thereon. The Letter of Credit shall remain in full force and effect for a period of at least sixty (60) days beyond the expiration of the Term. Tenant shall deposit the original Letter of Credit with Landlord and shall keep the Letter of Credit in full force and in compliance with the provisions of this Lease throughout the Term. If required by the terms of any mortgage, pledge, security agreement or other encumbrance granted on the Unit or Landlord’s interest therein to secure financing provided to Landlord, Landlord may assign the Letter of Credit to the holder of such mortgage, pledge, security agreement or other encumbrance. Landlord may apply the Security Deposit towards any default by Tenant which continues beyond the expiration of the applicable notice and cure period provided therefor in this Lease (if any), and damages sustained by Landlord as a result thereof. In the event that Landlord so draws upon and applies all or any portion of the proceeds of the Letter of Credit, or so applies all or any portion of the Cash Security, Tenant shall pay to Landlord, as Additional Rent, the amount so expended by Landlord (or shall deliver an amendment to the Letter of Credit increasing the amount of the Letter of Credit by the amount so drawn by Landlord) within five (5) Business Days of written notice given by Landlord so that at all times (subject to the 5-Business Day grace period herein referenced) Landlord shall be entitled to draw down upon the full aggregate amount of the Letter of Credit or hold the full Cash Security, or some combination thereof (in an amount not to exceed the amount of the Security Deposit specified on [Page One]in Article 1 above, as such amount may be reduced in accordance with the provisions of the last two grammatical paragraphs of this LeaseArticle 14). Notwithstanding anything contained in this Lease to the contrary, any failure of Tenant to restore any amount drawn under the Letter of Credit or expended from the Cash Security within the time and manner specified in this Section shall immediately constitute an Event of Default hereunder (without the necessity of any additional notice or the passage of any additional time) and entitle Landlord to immediately draw down the Letter of Credit then in force or effect and Landlord shall retain such cash amounts as a Security Deposit pursuant to the provisions of this Section. Tenant shall be solely responsible for the payment of all costs associated with obtaining, replacing (as necessary), transferring, extending and maintaining the Letter of Credit in accordance with the terms of this Section. The Security Deposit will be returned to Tenant without interest upon the expiration application of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed any obligation or default of Tenant under this Lease shall not deprive Landlord of any other rights or remedies Landlord may have, nor shall such application by TenantLandlord constitute a waiver by Landlord. In addition, in the event of a termination based upon an Event of Default of Tenant under this Lease, or a rejection of the Lease pursuant to the provisions of the Federal Bankruptcy Code, Landlord elects shall have the right to apply the Security Deposit as provided (from time to time, if necessary) to cover up to the full amount of damages and other amounts due from Tenant to Landlord under the Lease. Any amounts so applied shall, at Landlord’s election, be applied first to any unpaid Rent and other charges which were due prior to the filing of the petition for above, Tenant protection under the Federal Bankruptcy Code. Landlord shall promptly restore such assign the Security Deposit to any purchaser of the original amountUnit, and thereafter Landlord shall have no further responsibility therefor. Upon request of Landlord may, at its discretion, commingle or any such funds with its other funds, Upon any sale or other conveyance purchaser of the Building, Tenant shall, at its expense, cooperate with Landlord may transfer in obtaining an amendment to or replacement of any Letter of Credit which Landlord is then holding so that the Security Deposit (amended or any amount new Letter of Credit reflects the name of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/new owner for repayment of the sameUnit. Notwithstanding anything to Within sixty (60) days after the contrary in expiration or earlier termination of the paragraph aboveTerm, in lieu of a cash Security DepositLandlord shall inspect the Premises, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided make such draw upon the Letter of Credit or apply all or any portion of the Cash Security as may be required to cure any default by Tenant hereunder or to make payment on account of damages suffered by Landlord, and, if no default is then continuing, Landlord shall be delivered to Landlord with executed copies of this Lease. The redeliver the original Letter of Credit shall (ias may have previously been drawn on by Tenant) be unconditionalor pay the balance of the Cash Security, irrevocableas the case may be, transferableto Tenant. Notwithstanding the foregoing, payable to provided that (1) this Lease is in full force and effect as of the last day of the third (3rd) Lease Year (the “Reduction Date”), (2) no Event of Default on the part of Tenant upon presentment of original has occurred prior to the issuer Reduction Date which is continuing as of the Reduction Date, (3) as of the Reduction Date Tenant has not assigned the Lease or effected a Transfer of an ownership interest (direct or indirect) in person Tenant which effects a change in control of Tenant) other than (A) a Related Party Transfer, or (B) as approved by courier, in partial or full drawsLandlord pursuant to the provisions of Article 12 hereof, and (ii4) contain as of the Reduction Date (x) if Tenant is then a publicly-traded company, Tenant has a market capitalization of not less than Five Hundred Million ($500,000,000.00) Dollars, or (y) if Tenant is not then a publicly-traded company, Tenant has an “evergreen” provision which provides that it is automatically renewed on an annual basis enterprise value of not less than Seven Hundred Fifty Million (subject to the permitted date of termination set forth below$750,000,000.00) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation noticeDollars, Landlord may immediately draw upon all or any part agrees to accept a reduction in the amount of the Letter of Credit and Tenant shall provide Landlord with which it is then holding so as to cause the total Security Deposit to be reduced as of the Reduction Date to an additional irrevocable standamount equal to Six Hundred Eighteen Thousand Three Hundred Thirty-by letter of credit as provided belowTwo ($618,332.00) Dollars. Any and all fees or costs charged by the issuer reduction in connection with the Letter of Credit held by Landlord as the Security Deposit pursuant to the immediately preceding paragraph shall be paid accomplished by ▇▇▇▇▇▇. The irrevocable stand-by Tenant providing Landlord with a substitute Letter of Credit shall remain effective through in the date that reduced amount in exchange for the existing Letter of Credit which Landlord is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periodsthen holding, including but not limited or by an amendment to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s existing Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Credit then held by Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, which is accepted by Landlord in an writing (which acceptance may be evidenced by e-mail). If Tenant does not satisfy the requirements for a reduction in the amount sufficient to restore of the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish Letter of Credit on the Security Deposit shall constitute a failure to pay Additional Rent and Reduction Date as specified above, then Tenant shall be deemed to have ten (10) days from irrevocably forfeited its right to any reduction in the date amount of notice to cure such defaultthe Letter of Credit during the Term.
Appears in 2 contracts
Sources: Lease Agreement (Vigil Neuroscience, Inc.), Lease Agreement (Vigil Neuroscience, Inc.)
Security Deposit. Upon execution Lessee shall deposit with Lessor on the signing of this Lease the Security Deposit as defined on the Reference Page for the full and faithful performance of Lessee’s obligations under this Lease, Tenant including without limitation, the surrender of possession of the Premises to Lessor as herein provided. If Lessor applies any part of said deposit to cure any default of Lessee, Lessee shall on demand deposit with Landlord Lessor the amount of so applied so that Lessor shall have the Security Deposit specified full deposit on [Page One], hand at all times during the Term of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of a bona fide sale, subject to this Lease, Lessor shall have the right to transfer the Security Deposit to the vendee and after Lessor shall be considered released by Lessee from all liability for the expiration return of any applicable cure periodsuch Security Deposit; and Lessee agrees to look solely to the new lessor for the return of the said Security Deposit, Landlord may and it is agreed that this shall apply all, to every transfer or any part assignment made of the Security Deposit to amounts owed a new lessor. The Security Deposit (less any portions thereof used, applied or retained by TenantLessor in accordance with the provisions of this Section 17), shall be returned to Lessee after the expiration or sooner termination of this Lease without the fault of the Lessee and after delivery of the entire Premises to Lessor in accordance with the provisions of this Lease. Lessee covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and Lessor shall not be bound by any such assignment, encumbrance or attempt thereof. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer insolvency of Lessee or in the Security Deposit (or any amount event of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu entry of a cash Security Deposit, Tenant may deliver the Security Deposit judgment declaring Lessee insolvent or bankrupt in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision any court which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers not discharged within thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting days after entry, or in the event a petition is filed by or against Lessee under any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part chapter of the Letter bankruptcy laws of Credit the State of New Jersey or the United States of America, then and Tenant shall provide Landlord with an in such event Lessor may require the Lessee to deposit additional irrevocable stand-by letter security in the amount specified in Subsection 8(E) (hereinafter called the “Additional Security Deposit”) to adequately assure Lessee’s performance of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of its obligations under this Lease beyond applicable notice and cure periods, including but not limited all payments subsequently accruing. Failure of Lessee to deposit the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Additional Security Deposit is so used, applied, or retained, Tenant will pursuant thereto within ten (10) days after Lessor’s written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultdefault by Lessee.
Appears in 2 contracts
Sources: Lease Agreement (Wave2Wave Communications, Inc.), Lease Agreement (Wave2Wave Communications, Inc.)
Security Deposit. Upon the execution of this Lease, Tenant Lessee shall deposit with Landlord Lessor the amount sum of $21,826.00 (the Security Deposit specified on [Page One], "SECURITY DEPOSIT") as security for the punctual performance of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration each and every obligation of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due Lessee under this Lease and has otherwise performed all obligations not as a prepayment of rent hereunder. In Lessor may commingle the Security Deposit with Lessor's other funds, and no interest shall be due thereon. Lessor may use the Security Deposit to cure any default by Lessee and, in the event that Tenant defaults Lessor so applies all or any portion of the Security Deposit, Lessee shall pay to Lessor, as Additional Rent, the amount so expended by Lessor within (i) ten (10) days of notice given by Lessor in the case of amounts of more than $500 so expended, or (ii) fifteen (15) days of notice given by Lessor in the case of amounts of not more than $500 so expended, so that at all times (subject to the grace periods hereinabove referenced) Lessor shall be entitled to hold the full Security Deposit. Any failure of Lessee to restore any amount expended from the Security Deposit within the applicable grace period specified in this Section shall immediately constitute an Event of Default hereunder without the necessity of any further notice or passage of time. Lessor shall assign the Security Deposit to any successor or assign of Lessor under any provision of this Lease, and thereafter Lessor shall have no further responsibility therefor. Within thirty (30) days after the expiration or earlier termination of the Lease Term, Lessor shall inspect the Leased Premises, make such deductions from the Security Deposit as may be required to cure any applicable cure perioddefaults by Lessee hereunder, Landlord may apply alland, or any part if Lessee is not then in default hereunder, pay the balance of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultLessee.
Appears in 2 contracts
Sources: Lease Agreement (Skillsoft Public Limited Co), Lease Agreement (Skillsoft Public Limited Co)
Security Deposit. Upon execution of this Lease, Tenant 11.1 The Contractor shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit no later than seven (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (107) days from the date of notice this Agreement, furnish a security deposit by way of a banker’s guarantee issued by a reputable bank acceptable to cure the Buyer on terms prescribed by the Buyer, of a sum equivalent to five percent (5%) of the Contract Price, valid up to and including the thirtieth (30th ) day after the last date of expiry of the Warranty Period. Should the Contractor fail to furnish the security deposit as required under this Clause, the Buyer may without further notice, and without prejudice to any other rights and/or remedies of the Buyer, set off and deduct against any payment(s) due to the Contractor, such defaultamounts sufficient to comprise the security deposit, and shall hold the same as the security deposit in cash pursuant to this Clause.
11.2 This deposit will be refunded after the thirtieth (30th) day after the last date of expiry of the Warranty Period, if the Buyer is satisfied that the Contractor has fulfilled all the terms and conditions and obligations of this Agreement, in Singapore currency by way of a cheque drawn on a bank in Singapore or return of the banker’s guarantee if requested by the Contractor, as the case may be. If the Contractor breaches this Agreement, the Contractor will forfeit part or the whole of this deposit to the Buyer, the actual amount of forfeiture to be determined by the Buyer, and the balance thereof, if applicable, shall be refunded to the Contractor. No interest shall be paid on the deposit or upon refund thereof. The Contractor shall maintain the amount of the security deposit set out in Clause 11.1 above until the thirtieth (30th ) day after the last date of expiry of the Warranty Period and following the deduction of any amount from the security deposit, the Contractor undertakes to top up the cash or provide an additional or replacement banker’s guarantee so as to ensure that the amount of the security deposit is at all times equivalent to five percent (5%) of the Contract Price.
11.3 If the Contractor elects to provide a banker’s guarantee pursuant to Clause 11.1 and if the Buyer anticipates that the banker’s guarantee will expire earlier than thirty (30) days from the last date of the Warranty Period, the Buyer shall notify the Contractor to extend the banker’s guarantee so that it will expire thirty (30) days from the last date of the Warranty Period. If the Contractor fails to make such extension within seven (7) days from the date of such notice, the Buyer shall be entitled to call on the banker’s guarantee.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement
Security Deposit. Upon (a) Within five (5) business days of Tenant’s execution of this the Lease, Tenant shall deposit with deliver to Landlord an irrevocable, unconditional, standby letter of credit in the amount of the Security Deposit specified on [Page One]Three Hundred Nine Thousand Nine Hundred Fifty-four and 40/100ths Dollars ($309,954.40), of this Lease. The Security Deposit will which amount shall be returned subject to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit reduction as provided for above, Tenant shall promptly restore below (such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable together with any renewal or replacement letters of credit delivered or to Landlordbe delivered by Tenant, and issued by a bank reasonably acceptable shall be referred to Landlord (herein collectively as the “Letter of Credit”) ). The Letter of Credit shall name Landlord as securitybeneficiary and shall be issued by a national money center bank with an office in the San Francisco Bay area, provided California (the “Issuer”). Landlord hereby approves ▇▇▇▇▇ Fargo as an acceptable Issuer. The final form of the Letter of Credit, the identity of the Issuer, and the form of any replacement Letter of Credit shall be delivered subject to Landlord’s approval. Landlord shall hold the Letter of Credit as security for the full and faithful performance of Tenant’s obligations under this Lease (the “Security Deposit”), it being expressly understood and agreed that the Letter of Credit is not an advance rental deposit or a measure of Landlord’s damages in the event of Tenant’s default.
(b) Upon the occurrence of any default by Tenant under this Lease, regardless of whether Tenant has filed a petition in bankruptcy under the federal bankruptcy laws, or if Tenant, following the filing of any such petition, rejects this Lease, then Landlord may (but shall not be required to) draw upon the Letter of Credit so much thereof as is necessary in Landlord’s determination to cure Tenant’s default, including the payment of any Rent or other sum then due and unpaid, and the repair of any damage to the Premises caused by Tenant. If any portion of the Letter of Credit is drawn upon by Landlord for such purposes, Tenant shall, within ten (10) business days after written demand by Landlord, deposit a replacement Letter of Credit with Landlord in the amount of the original Letter of Credit. Tenant’s failure to do so shall be a material breach of this Lease. Tenant shall not, however, be required to provide Landlord with executed copies a replacement Letter of Credit if the Letter of Credit is drawn upon by Landlord solely as a result of a bankruptcy by Tenant and not as a result of any other default by Tenant (i.e., no Rent or other charges are currently due and outstanding under this Lease). The Letter of Credit shall be returned to Tenant within thirty (30) days after the date which is the later of the expiration of the Term hereof and the date Tenant has surrendered the Premises in accordance with the terms of this Lease.
(c) The Letter of Credit shall be for an initial term of not less than twelve (12) months and, subject to the provisions of Paragraph 6(d) below, shall be maintained in force at all times :from issuance through thirty (30) days following the expiration or earlier termination of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part provide for automatic extension of the Letter of Credit for successive periods of twelve (12) months each, unless the Issuer notifies Landlord by certified or overnight express mail not less than thirty (30) days prior to the expiration of the Letter of Credit that the Letter of Credit will not be renewed. If Tenant fails to deliver a replacement Letter of Credit to Landlord at least thirty (30) days prior to the expiration date of an outstanding Letter of Credit, Landlord shall have the right, in addition to any other remedies available to Landlord, to draw down all or part of the current Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter to hold the proceeds thereof as a cash security deposit without the payment of credit as provided belowany interest to Tenant. Any and all fees or costs charged by the issuer in connection with Drawing upon the Letter of Credit shall be paid conditioned only upon presentation of the original Letter of Credit to the Issuer accompanied by ▇▇▇▇▇▇a certified statement :from Landlord that Landlord is entitled to draw upon the Letter of Credit pursuant to the terms of the Lease. The irrevocable stand-by Letter of Credit shall remain effective through be transferable by the beneficiary and any transfer fee payable to the Issuer shall be paid by Tenant. The Letter of Credit shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord :from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to proceed against the Letter of Credit, and such use, application or retention shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.
(d) Landlord may use, apply or retain the whole or any part of the Security Deposit as may be reasonably necessary (a) to remedy Tenant’s default in the payment of any Rent, (b) to repair damage to the Premises caused by Tenant, (c) to clean the Premises upon termination of this Lease, (d) to reimburse Landlord for the payment of any amount which Landlord may reasonably spend or be required to spend by reason of Tenant’s default, or (e) to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default including without limitation, those damages provided for in California Civil Code Section 1951.2 and any successor statutes providing for damages in the event of the termination of a lease due to a default by the tenant thereunder, and those damages provided by other provision of applicable law now or hereafter in force or provided for in equity. As a material part of the consideration given by Tenant to Landlord to induce Landlord to enter into this Lease, Tenant waives the provisions of California Civil Code Section 1950.7, and all other provisions of law now in force or that become in force after the date of the execution of this Lease, that is sixty provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant, or to clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the acts or omissions of Tenant or Tenant’s officers, agents, employees, independent contractors or invitees. Should Tenant faithfully and fully comply with all of the terms, covenants and conditions of this Lease, within thirty (6030) days following the expiration date of the Term, the Security Deposit or any balance thereof shall be returned to Tenant or, at the option of Landlord, to the last assignee of Tenant’s interest in this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon so uses or applies all or any part of Tenant’s Letter of Credit. If any portion of the any cash Security Deposit is so usedDeposit, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to therefor Tenant shall deposit cash with Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. the full extent of the above amount, and Tenant’s failure to replenish do so shall be a default under this Lease. No part of the Security Deposit shall be considered to be held in trust, to bear interest or another increment for its use, or to be prepayment for any moneys to be paid by Tenant under this Lease. In the event Landlord transfers its interest in this Lease, Landlord shall transfer the then remaining amount of the Security Deposit to Landlord’s successor in interest, and thereafter Landlord shall have no further liability to Tenant with respect to such Security Deposit. In the event that Landlord draws upon the Letter of Credit solely due to Tenant’s failure to renew the Letter of Credit at least thirty (30) days before its expiration (i) such failure to renew shall not constitute a failure to pay Additional Rent default hereunder and (ii) Tenant shall have ten at any time thereafter be entitled to provide Landlord with a replacement Letter of Credit that satisfies the requirements hereunder, at which time Landlord shall return the cash proceeds of the original Letter of Credit drawn by Landlord. Notwithstanding the foregoing provisions to the contrary, so long as no Default has occurred that remains uncured, the required amount of the Security Deposit shall be reduced to (10i) Two Hundred Thirty-two Thousand Four Hundred Sixty-five and 80/l00ths Dollars ($232,465.80) as of the commencement of the thirty-seventh (37th) month of the Term, and (ii) One Hundred Fifty-four Thousand Nine Hundred Seventy-seven and 20/100ths Dollars ($154,977.20) as of the commencement of the forty-ninth (49th) month of the Term, and if Landlord is then holding a cash Security Deposit, Landlord shall refund the sum of Seventy-seven Thousand Four Hundred Eighty-eight and 60/100ths Dollars ($77,488.60) to Tenant within fifteen (15) days from after the date for the applicable reduction in the amount of notice the Security Deposit. Otherwise, Tenant shall deliver a replacement Letter of Credit for the appropriate reduced amount to cure such defaultLandlord and upon receipt of the replacement Letter of Credit, Landlord will return the Letter of Credit then held by Landlord to Tenant.
Appears in 2 contracts
Sources: Lease Agreement (Silk Road Medical Inc), Lease Agreement (Silk Road Medical Inc)
Security Deposit. Upon execution 5.6.1. The Licensee shall submit an Interest Free Security Deposit to the SSCL for a sum equivalent to INR (Rupees only) for the said Licensed Space(s) with a validity of this Lease, Tenant three years. This Security Deposit shall deposit with Landlord the amount be submitted within 15 days of issue of the Security Deposit specified on [Page One], of this LeaseLOA. The Security Deposit will shall be returned in the form of an unconditional and irrecoverable Bank Guarantee in favor of “Shillong Smart City Limited”, drawn on any Public Sector Bank and payable /encashable at Shillong. The Bank Guarantee for Security Deposit shall be submitted or be renewed for a sum equivalent to Tenant without interest upon the expiration one year’s License fee of the Term following year with a validity of three years.
5.6.2. The Security Deposit would however be forfeited in case of any “Event of Default” as described in the License Agreement and/or in accordance with terms specified elsewhere in the bid document.
5.6.3. Upon the SSCL/Licensor being of the Lease, provided view that ▇▇▇▇▇▇ the Licensee has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under committed any provision breach or default of this LeaseAgreement, SSCL/Licensor shall, without prejudice to its other rights and after remedies hereunder or in law, be entitled to en-cash and appropriate the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to relevant amounts owed by Tenant. In the event Landlord elects to apply from the Security Deposit as provided loss/damages for abovesuch breach or default. Upon such encashment and appropriation from the Security Deposit, Tenant the Licensee shall, within 30 (thirty) days thereof, replenish, in case of partial appropriation, to its original level the Security Deposit, and in case of appropriation of the entire Security Deposit provide a new Security Deposit, as the case may be, and the Licensee shall, within the time so granted, replenish or furnish fresh Security Deposit as aforesaid failing which SSCL/Licensor shall promptly restore such be entitled to terminate this Agreement and forfeit the remaining amounts of the Security Deposit, if any.
5.6.4. The Licensee agrees and undertakes to keep the Security Deposit valid on roll over basis throughout the License Period till the end of the License Period plus 180 days thereafter. The Security Deposit shall not carry interest.
5.6.5. The said Security Deposit shall be returned by SSCL/Licensor after the expiry of the License Period without any interest subject to fulfilment of all handing over obligations/requirements by the Licensee, to the satisfaction of SSCL/Licensor and further subject to deductions/adjustment for all damages/losses suffered by SSCL /Licensor
5.6.6. If the Licensee defaults in any Quarterly License Fee for more than 45 (Forty Five) days from the due date as per the provisions of this Agreement, SSCL/Licensor shall be entitled to en-cash the Security Deposit without being liable in any manner whatsoever to the Licensee and to appropriate the Security Deposit as “damages”, without prejudice to other rights and claims of the SSCL/Licensor in which case the Licensee shall replenish the Security Deposit to the original amountvalue or submit a new Bank Guarantee for the original value i.e. equivalent to 100% of one year License.
5.6.7. Landlord mayIn case after submission of the revised Security Deposit, the Licensee defaults second time in recurring payment, SSCL/Licensor at its sole discretion, commingle such funds shall be entitled to terminate this Agreement in accordance with its other fundsthe provisions of Article 10, Upon without being liable in any sale or other conveyance of manner whatsoever to the Building, Landlord may transfer Licensee and to appropriate the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the as predetermined “Letter of Creditdamages”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.
Appears in 2 contracts
Sources: License Agreement, License Agreement
Security Deposit. (i) On the Commencement Date, Charterer shall pay the Security Deposit into the designated account of the Participant to be held as further security for the prompt payment and performance of all existing and future obligations, liabilities and indebtedness of Charterer arising under this Charter or under any additional Charter Document. Upon execution an Event of Default, Owner may, without prejudice to any other available remedy, apply the Security Deposit towards either the cure of the Event of Default (if a cure can be effected by the payment of money) or as compensation for any loss or damage arising from the Event of Default for which a monetary loss or damage is ascertainable. If at any time Owner applies part or all of the Security Deposit as specified above, the Charterer shall pay to Owner the amount so applied, so that Owner shall have on hand the full original Security Deposit or such lesser amount as is required under this Charter at such time after giving effect to those provisions of this Lease, Tenant shall deposit with Landlord Charter that authorize or permit the amount of the Security Deposit specified on [Page One], of this Leaseto be reduced from time to time. The Security Deposit will be returned to Tenant without interest upon At the expiration of the Term of this Charter, if no Event of Default has occurred and is then continuing, Owner shall return the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part unapplied balance of the Security Deposit to amounts owed by Tenantthe Charterer. In the event Landlord elects The Charterer agrees that it shall have no right to apply any portion of the Security Deposit against any of its obligations to pay charter hire except as provided for abovebelow in this Section 23(b). If Owner assigns its rights under this Charter and the Charter Documents, Tenant and forwards the Security Deposit, to a transferee who assumes the obligations of Owner hereunder, Owner shall promptly restore such Security Deposit be released from liability with respect to the original amountSecurity Deposit, but any transferee shall be and remain subject to all the provisions hereof with respect to the Security Deposit. Landlord mayThe Charterer shall not mortgage, assign or encumber its interest in the Security Deposit, and any attempt to do so shall be void.
(ii) Upon request by Charterer at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance time after the thirty-sixth (36th) month of the BuildingTerm, Landlord may transfer Owner shall return the Security Deposit (or any amount of the Security Deposit remainingportion thereof requested by Charterer) to a successor/ownerCharterer, provided that (A) no Event of Default under this Charter or under any other Charter Document has occurred and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary is then continuing, (B) there has not been any material adverse change in the paragraph abovebusiness, condition (financial or otherwise), operations or properties of Charterer and/or the Guarantor, as determined by Owner and the Participants in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full drawstheir reasonable discretion, and (iiC) contain an “evergreen” provision which provides that it is automatically the Approved Time Charter has been renewed by ******, or a substitute time charter in form and substance satisfactory to Owner and the Participants in their reasonable discretion has been placed by Charterer, on an annual basis (subject to equal or better terms and at or above then existing rates. Upon the permitted date return of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so usedto Charterer, appliedthe installments of charter hire payable under Section 2(a) will be adjusted by Owner, or retainedif necessary, Tenant will within to maintain the same net economic return as realized by Owner and the Participants prior to the release. Owner shall notify Charterer of any such increase in the rate of charter hire payable hereunder and provide reasonable calculations evidencing the basis for such increase not less than ten (10) days after written demand from Landlord, provide prior to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultany increase.
Appears in 1 contract
Sources: Bareboat Charter Agreement (International Shipholding Corp)
Security Deposit. Upon Concurrently with the execution of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration designated in Section 1.10 of the Term of the Lease, provided that Summary into an investment escrow account with ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇▇▇▇▇ Securities or such other investment company as is reasonably acceptable to both Landlord and Tenant. The irrevocable standescrow instructions for such account shall be subject to Landlord’s prior approval and must provide the following: (i) Landlord will not acquire any rights to the monies in such account until Landlord’s acquisition of the Premises and delivery of possession of Parcel 1 as contemplated in Section 2.3 (unless such delivery does not occur by reason of the failure of Tenant’s obligations described in Section 2.5(b) above) and Landlord has satisfied the conditions to disbursement of the first full month’s Monthly Rent set forth in Section 3.1 of this Lease; (ii) that Landlord shall have a first priority security interest in the monies in such account, (iii) Landlord will have access to the monies in such account upon Landlord’s delivery of a certificate to the escrow holder certifying that (A) there exists an Event of Default, and (B) Landlord is entitled to receive such payment(s) in the specified amount pursuant to the terms and conditions of the Lease; (iv) that Tenant shall have the right to direct the investment decisions for the account provided that all such investments shall be limited to those customarily utilized in a conservative pension fund investment portfolio; (v) that escrow shall distribute all earnings from the account in excess of the then-by Letter of Credit shall remain effective through required Security Deposit directly to Tenant; and (vi) any funds remaining in the date that is sixty account after thirty (6030) days following the expiration or earlier termination of this Lease for which Landlord has not requested disbursement pursuant to clause (iii) above within said thirty (30) day period shall be returned to Tenant. If Landlord withdraws more funds from the escrow account than necessary to cure an Event of Default, Landlord shall promptly re-deposit such excess funds into the escrow account. If Landlord fails to re-deposit such funds into the escrow account within five (5) Business Days after Landlord realizes or reasonably should have realized that Landlord had withdrawn excess funds, Landlord shall also be obligated to pay to Tenant interest on such amount at the Interest Rate from the expiration of such five (5) Business Day period until the date of re-deposit. Landlord may not request a withdrawal from the escrow account after thirty (30) days following the expiration or sooner termination of this Lease. Tenant hereby acknowledges and agrees that Landlord shall have no liability or responsibility for any loss of principal or interest not caused by Landlord from such account and that Tenant shall, within ten (10) days from the date of any such loss, deposit cash into the account sufficient to restore the Security Deposit to its then-required amount. The Security Deposit shall be held as security for the full and faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be performed by Tenant during the Term. The Security Deposit is not, and may not be construed by Tenant to constitute, rent for the last month or any portion thereof. If Tenant defaults with respect to any provision of its obligations under this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of RentLease, Landlord may draw upon (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any rent or any other sum in default, or for the payment of any other amount, loss or damage which Landlord may spend, incur or suffer by reason of Tenant’s Letter of Creditdefault. If any portion of the Security Deposit is so used, used or applied, or retainedTenant shall, Tenant will within ten (10) days after written demand from Landlordtherefor, provide to deposit cash with Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8original amount. TenantThe Security Deposit (or any balance thereof remaining following Landlord’s failure to replenish use of the Security Deposit [or portion thereof as permitted by this Lease] which has not been restored by Tenant) shall constitute be returned to Tenant within thirty (30) days following the expiration of the Lease Term. If Landlord sells its interest in the Premises during the Lease Term and if Landlord transfers to the purchaser the Security Deposit (or balance thereof, and such purchaser acknowledges receipt thereof, then, upon such sale, Landlord shall be discharged from any further liability with respect to the Security Deposit. So long as no Event of Default under this Lease has occurred prior to the reduction dates set forth below, the required Security Deposit shall be reduced in accordance with the following schedule if, on or before the date for any scheduled reduction in the required Security Deposit, Landlord has not delivered a failure request for a withdrawal from such account, accompanied by the required certificate described above : 1-12 $ 2,224,416.00 13-24 $ 1,516,277.00 25-36 $ 808,138.00 37-end $ 100,000.00 Landlord will waive the requirement to pay Additional Rent maintain the Security Deposit upon the satisfaction of the following conditions: (i) at the time of Tenant’s request for such waiver, Tenant has a tangible net worth of at least Seventy-Five Million Dollars ($75,000,000.00) and no Event of Default exists and (ii) during the immediately preceding six (6) month period, there has been no Event of Default and Tenant shall have ten has maintained a tangible net worth of at least Seventy-Five Million Dollars (10) days from the date of notice to cure such default$75,000,000.00).
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Security Deposit. Upon Concurrent with the execution of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned has delivered to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇Landl▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies (as hereinafter defined) in the amount specified in the Basic Lease Information, as security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. The Letter of Credit shall (i) be unconditionalin the form of a clean, irrevocable, transferablenon-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawable upon a commercial bank which is reasonably satisfactory to Landlord (the “Issuing Bank”), payable which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to Tenant upon presentment qualification of original to such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Moody’s Investors Service and “▇▇” ▇r better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than $2,000,000,000. For the issuer in person avoidance of doubt, the Landlord acknowledges that Silicon Valley Bank is an acceptable Issuing Bank. The Letter of Credit shall (a) name Landlord as beneficiary, (b) have a term of not less than one (1) year, (c) permit multiple drawings, (d) be fully transferable by Landlord without the payment of any fees or charges by courier, in partial or full drawsLandlord, and (iie) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject otherwise be in form and content reasonably satisfactory to the permitted date Landlord. The Letter of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunderCredit, if in the bank issuing form attached as Exhibit G shall be satisfactory. If upon any transfer of the Letter of Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit provides shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter during the Lease Term (and in no event shall the Letter of Credit expire prior to the 60th day following the Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notice”) to Landlord with a cancellation notice, Landlord may immediately draw upon all or any part not less than 60 days next preceding the then expiration date of the Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall agree with all drawers, endorsers and Tenant shall provide Landlord bona fide holders that drafts drawn under and in compliance with an additional irrevocable stand-by letter the terms of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall will be paid duly honored upon presentation to the Issuing Bank at an office location in Boston, Massachusetts or otherwise by ▇▇▇▇▇▇facsimile presentment. The irrevocable stand-by Except as otherwise expressly stated herein, this Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice governed by and cure periods, including but not limited subject to the provisions relating to the payment “International Standby Practices of RentISP 98 (1998 Revision), Landlord may draw upon all or any part International Chamber of Tenant’s Letter of CreditCommerce Publication No. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default590.”
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Security Deposit. Upon Tenant shall, upon execution of this Lease, Tenant shall deposit with provide to Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a the form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) attached hereto as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to LandlordExhibit D, issued by a bank reasonably acceptable to Landlord. The letter of credit shall be in the amount of Six Hundred and Fifty Thousand and 00/100 Dollars ($650,000.00) and shall constitute the “Security Deposit” for the full and faithful performance by Tenant of all of the terms, conditions and covenants contained in the Lease on the part of the Tenant to be performed, including but not limited to the payment of rent. Such letter of credit shall automatically renew on an amount sufficient annual basis and shall not expire less than sixty (60) days after the expiration or earlier termination of this Lease. In the event Landlord receives notice from the bank issuing the letter of credit that the letter of credit will not be renewed and Landlord has not received a replacement letter of credit at least forty-five (45) days prior to restore the Security Deposit to its required amount expiration date thereof, Landlord may immediately draw upon such letter of credit and hold the cash proceeds thereof in lieu of such letter of credit. All sums held by Landlord pursuant to this Section 8Article 4 shall be without interest. Landlord may, at its option, draw upon the letter of credit in the event of a default by Tenant of any term, condition or covenant in the Lease; and if Landlord does so, Tenant shall, upon request of Landlord, deposit with Landlord the amount so applied so that Landlord will have on hand at all times during the Lease Term the full amount. At the end of the Lease Term, provided there is no uncured default, Landlord shall return the letter of credit or, in the event such is not renewed, any security held by Landlord, to Tenant’s failure to replenish , within sixty (60) days after the Security Deposit shall constitute a failure to pay Additional Rent and expiration date of the Lease Term. Notwithstanding the above, provided Tenant has not been in default hereunder beyond any applicable cure period, Tenant shall have ten the right (10i) on March 1, 2011 upon thirty (30) days from the date of prior written notice to cure such defaultLandlord to reduce the letter of credit to Three Hundred Twenty-Five Thousand and 00/100 Dollars ($325,000.00), and (ii) on March 1, 2015 upon thirty (30) days prior written notice to Landlord to reduce the letter of credit to zero and Landlord shall return the original letter of credit to Tenant.
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Sources: Office Lease (LifeWatch Corp.)
Security Deposit. Upon execution of 9.1 Within thirty (30) days after the date this LeaseLease is executed by both Landlord and Tenant, Tenant shall deposit with Landlord cash in the amount of $100,000 ("Initial Deposit"). Tenant may elect to terminate this Lease by failing to deposit the Security Deposit (as defined in Section 9.2 below) in the amount and manner and at the time set forth in Section 9.2, in which event this lease shall terminate sixty-one (61) days after the date of this Lease. If Tenant elects to terminate this Lease pursuant to this Section 9.1, Landlord shall retain the Initial Deposit, not as damages or a forfeiture, but as consideration for what is essentially an option in favor of Tenant to enter into this Lease, and neither Landlord nor Tenant shall have any further obligations or liability one to the other under this Lease. In the event Tenant elects not to terminate this Lease by depositing the Security Deposit in the amount and manner and at the time set forth in Section 9.2, Landlord shall within two (2) business days following receipt of the Security Deposit specified on [Page One], of this Leasereturn the Initial Deposit to Tenant. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of commingle the Security Initial Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon and Tenant shall not be entitled to any sale or other conveyance interest on the Initial Deposit.
9.2 Within sixty (60) days after the date of the Building, this Lease is executed by both Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security DepositTenant, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain deposit with Landlord an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by in substantially the issuer in connection with the form of Exhibit "C" ("Letter of Credit shall Credit"), (ii) deposit with Landlord bearer treasury bills ("Treasury Bills"), or (iii) grant to Landlord a security interest in a certificate of deposit in a form reasonably acceptable to Landlord ("Certificate of Deposit"), in favor of Landlord in the principal amount of $580,666, to be paid held by ▇▇▇▇▇▇. The irrevocable stand-Landlord as security for the faithful performance by Letter Tenant of Credit shall remain effective through all of the date that is sixty (60) days following terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the expiration date this Leaseterm and any extension term hereof. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periodsLease, including but not limited to the provisions any provision relating to the payment of Rent, and subject to any notice requirements and cure periods for Tenant's benefit set forth in Article 24, Landlord may (but shall not be required to) draw from the Letter of Credit the amount required to cure the default, negotiate or redeem the Treasury Bills in the amount required to cure the default, or foreclose on and take possession of the Certificate of Deposit, and to use, apply or retain the proceeds thereof for the payment of any Rent or any other sum in default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default.
9.3 At the commencement of the seventh year of the term the amount of the Letter of Credit, Treasury Bills or Certificate of Deposit shall be reduced to $435,499 on the conditions that (i) Tenant is not then in default, (ii) Tenant has not been in default under Section 24.4(a) on more than three (3) separate occasions for failure to make a payment of Rent, and (iii) Tenant then has cash on hand, including cash equivalents and marketable securities, in an amount in excess of Tenant's net loss, as determined under generally accepted accounting principles, for the combined two (2) most recent calendar years.
9.4 At the commencement of the tenth year of the term the amount of the Letter of Credit, Treasury Bills, or Certificate of Deposit shall be reduced to $290,333 on the conditions that (i) Tenant is not then in default, (ii) Tenant has not been in default under Section 24.4(a) on more than three (3) separate occasions for failure to make a payment of Rent, and (iii) Tenant then has cash on hand, including cash equivalents and marketable securities, in an amount in excess of Tenant's net loss, as determined under generally accepted accounting principles, for the combined two (2) most recent calendar years..
9.5 The Letter of Credit, Treasury Bills or Certificate of Deposit shall be reduced to $290,333 at such time as Tenant achieves, or is merged into or acquired by another company with, a Standard & Poor's investment-grade rating of BBB or better; provided, however, that the other company becomes responsible for Tenant's obligations under this Lease, either by operation of law or an assumption of this Lease in form and substance reasonably satisfactory to Landlord; provided further, that Tenant shall replenish the Letter of Credit, Treasury Bills or Certificate of Deposit to the amount otherwise required by Sections 9.2 through 9.4 above during any period the Standard & Poor's investment-grade rating of Tenant or the other company, as the case may be, falls below BBB.
9.6 Tenant shall be responsible for any expenses in obtaining, replacing and maintaining the Letter of Credit, Treasury Bills or Certificate of Deposit. If Landlord draws upon the Letter of Credit, negotiates or redeems the Treasury Bills, or foreclosed upon the Certificate of Deposit, any cash proceeds not used by Landlord shall be deposited in an interest-bearing account or certificate of deposit reasonably satisfactory to Tenant with a bank reasonably satisfactory to Tenant. All interest earned on any cash proceeds of the Letter of Credit, Treasury Bills or Certificate of Deposit shall belong to Tenant.
9.7 The Letter of Credit, and any replacement Letter of Credit, shall be issued by Bank of America, or another financial institution reasonably acceptable to Landlord, with an office in Seattle, Washington, authorized to disburse funds upon a draw request. Should the institution be placed in conservatorship or receivership by the Federal Deposit Insurance Corporation or any other state of federal regulatory agency, Tenant shall, within thirty (30) days after written request by Landlord, provide a replacement Letter of Credit from a financial institution reasonably acceptable to Landlord, and in the event Tenant fails to do so, Landlord may draw on the Letter of Credit and use the proceeds thereof as a security deposit in accordance with the provisions of Section 9.
9.8 The Letter of Credit shall provide (i) that the issuer of the Letter of Credit shall pay to Landlord the amount in default immediately upon all presentation in Seattle, Washington, of a sight draft by Landlord accompanied by a certified statement signed by an officer of the manager of Landlord (or, if any successor Landlord is a corporation or a partnership, by any officer of the corporation or general partner of the partnership, as the case may be) stating that a default has occurred under the Lease and Tenant has failed to cure the default within the applicable time period, as a result of which Landlord is entitled to collect the amount specified in the site draft in order to cure the default, and (ii) that the issuer shall have no obligation to confirm that a default has occurred, or the amount which Landlord is entitled to draw, or that notice of the default has been given to Tenant, or that Tenant has failed to cure the default.
9.9 The initial Letter of Credit shall be for a period of not less than one (1) year, and any replacement Letter of Credit shall be for a period of not less than one (1) year. The initial Letter of Credit (or any part later replacement Letter of Tenant’s Credit) shall be replaced by Tenant by delivering to Landlord a replacement Letter of Credit at least thirty (30) days prior to the expiration of the then current Letter of Credit. If any portion Tenant fails to deliver a replacement Letter of Credit at least thirty (30) days prior to the expiration of the Security Deposit then current Letter of Credit, Landlord shall have the right to draw the total amount of the then current Letter of Credit and hold the proceeds thereof as a security deposit pursuant to the provisions of Section 9.
1. The Letter of Credit shall be successively renewed or replaced until that date which is so used, applied, or retained, Tenant will within ten thirty (1030) days after written demand from Landlordthe expiration of the initial or any extended term of this Lease.
9.10 In the event of a partial draw on the Letter of Credit, provide or the use of any proceeds of the Treasury Bills or the Certificate of Deposit, Tenant shall immediately replenish the Letter of Credit or substitute a new Letter of Credit, or replenish the Treasury Bills or Certificate of Deposit, to Landlord an additional irrevocablethe full amount set forth above.
9.11 Any Letter of Credit and Treasury Bills, stand-by letter and any security interest in a Certificate of creditDeposit, which shall be in form and substance satisfactory transferable by Landlord to Landlorda successor Landlord or mortgagee or beneficiary of a deed of trust encumbering the Premises, issued by a bank reasonably acceptable to Landlordor, in an amount sufficient the case of a Letter of Credit, a substitute Letter of Credit shall be issued to restore any such entity at the Security Deposit to its required amount pursuant to this Section 8. request of Landlord; provided, however, that Landlord shall pay any expenses incurred by Tenant on account of any such transfer or issuance.
9.12 In the event of bankruptcy or other debtor/creditor proceedings against Tenant’s failure to replenish , the Security proceeds of the Letter of Credit, Treasury Bills or Certificate of Deposit shall constitute a failure be deemed to pay Additional be applied first to the payment of Rent and other charges due Landlord for all periods prior to the filing of such proceedings.
9.13 Landlord shall deliver the Letter of Credit, the Treasury Bills, or security interest in the Certificate of Deposit, and any proceeds thereof, to any purchaser of Landlord's interest in the Premises, and thereupon Landlord shall be discharged from any further liability with respect thereto, provided that such purchaser has agreed to assume in writing the obligations of Landlord hereunder. This provision shall also apply to any subsequent transfers.
9.14 The Letter of Credit, Treasury Bills or Certificate of Deposit, and any proceeds thereof, shall be returned to Tenant shall have ten within thirty (1030) days from following the date expiration of notice this Lease, except for amounts which are needed by Landlord to cure such defaultany default by Tenant.
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Security Deposit. Upon Simultaneously with the execution and delivery of this Lease, Tenant shall deposit with Landlord Agent the amount sum set forth in Paragraph 1.9 above, in cash (the "Security"), representing security for the performance by Tenant of the Security Deposit specified on [Page One], of this Leasecovenants and obligations hereunder. The Security Deposit will shall be returned to Tenant held by Agent, without interest upon interest, in favor of Tenant; provided, however, that no trust relationship shall be deemed created thereby and the expiration Security may be commingled with other assets of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderLandlord. In the event that Tenant defaults under any provision of this Lease, and after in the expiration performance of any applicable cure periodof its covenants hereunder, Landlord may or Agent may, without notice to Tenant, apply all, the whole or any part of the Security Deposit Security, to amounts owed by Tenantthe extent required for the payment of any Base Rent, Additional Rent or any other sums that may be due from Tenant hereunder, in addition to any other remedies available to Landlord. In the event Landlord elects to or Agent shall so apply the Security, Tenant shall, upon demand, immediately deposit with Agent a sum equal to the amount so used. Tenant's failure to do so shall constitute a default under this Lease. If Tenant fully and faithfully complies with all the covenants hereunder, the Security Deposit as provided for above(or any balance thereof) shall be returned to Tenant within thirty (30) days after the last to occur of (i) the date the Term has expired or is terminated, (ii) delivery to Landlord of possession of the Premises and (iii) Landlord's or Agent's inspection of the Premises and determination that all obligations of Tenant under this Lease have been fully satisfied. Landlord may deliver the Security to any purchaser of Landlord's interest in the Premises [or any Successor Landlord (defined below), if applicable], and thereupon Landlord and Agent shall be discharged from any further liability with respect to the same. Each time the Base Rent is increased, Tenant shall promptly restore such deposit additional funds with Landlord sufficient to increase the Security Deposit to an amount which bears the same relationship to the original amount. Landlord mayincreased rent as the initial Security bore to the initial Base Rent, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunderherein, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date during that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so usedTerm prior to and including January 1, applied, or retained1997, Tenant will within ten (10) days has never been in breach of or default under this Lease, Landlord shall apply the Security toward Tenant's obligation to pay Base Rent on that date, after written demand from Landlordwhich this Section 4.4 shall be of no further force or effect. In the event Tenant's obligation to pay Base Rent on January 1, provide 1997 exceeds the amount of the Security, Tenant shall be obligated to pay the difference to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the on such date of notice to cure such defaultas Base Rent.
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Security Deposit. Upon execution 3.7.1 The Lessee for the due and faithful performance of this Leaseits obligations hereunder, Tenant shall deposit with Landlord prior to the Commencement Date, has provided to DMRC an irrevocable and unconditional Bank Guarantee in the format provided at Schedule B)/ Demand Draft / Pay Order from a branch in India of a scheduled foreign bank or from a scheduled commercial bank in India acceptable to DMRC, and payable at New Delhi for a sum equivalent to one hundred percent of first year’s Lease Fee year’s Lease Fee as per Clause 3.1 (i). The amount of the Security Deposit specified on [Page One], of this Lease. security deposits shall be escalated in accordance with the escalation as per Article 3.1
(i) The Security Deposit will shall be returned kept valid on a rolling basis till the end of lease period plus 180 days. The Bank Guarantee for Security Deposit shall be renewed after every year for a sum equivalent to Tenant without interest upon the expiration one year’s Lease Fee for that year (i.e. Lease fee + maintenance fee if any+ utility area if any) with a validity of one year.
3.7.2 Upon failure of the Term Lessee to perform any of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due its obligations under this Lease Agreement, the Lesser shall, without prejudice to its other rights and has otherwise performed all obligations hereunder. In remedies hereunder or in law, be entitled to encash and appropriate the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to relevant amounts owed by Tenant. In the event Landlord elects to apply from the Security Deposit as provided Damages for abovesuch defaults.
3.7.3 If the Lessee defaults in payment of Lease Fee for more than 60 days from the due date as per the provisions of this Agreement, Tenant DMRC shall promptly restore such be entitled to encash the entire Security Deposit without being liable in any manner whatsoever to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Lessee.
3.7.4 Upon any sale or other conveyance encashment of the Buildingsaid Security Deposit , Landlord the Lessee shall within 7 (seven) days thereof, deposit such amounts with DMRC or replenish to its original amount or furnish a fresh Security Deposit, as the case may transfer be. In case the Lessee fails to provide such amounts or replenish the Security Deposit (or within the stipulated time, DMRC shall be entitled to Terminate this Agreement in accordance with the provisions of Article 10, without being liable in any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything manner whatsoever to the contrary in Lessee and to appropriate the paragraph above, in lieu of a cash balance Security Deposit, Tenant may deliver if any.
3.7.5 In the Security Deposit event of default of Lessee in the form making payments of an unconditionalLessee fee, cleanmaintenance charges (as applicable), irrevocable standby letter of creditcharges for electric supply, air conditioning charges, taxes or any other dues towards DMRC in a form acceptable to Landlordprescribed time, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit DMRC shall be delivered entitled to Landlord with executed copies discontinue / disconnect the service of this Leaseelectricity /air conditioning / water / sewer etc in leased premises and debar the Lessee from availing use of common areas / facilities (viz., use of stair case / lifts, etc). The Letter of Credit Apart from the said rights as stated, DMRC shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to also have the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to restrict the provisions relating to the payment access of Rent, Landlord may draw upon Lessee in leased premises and recover all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultdues along with interest.
Appears in 1 contract
Sources: Lease Agreement
Security Deposit. Upon execution In accordance with the Annotated Code of Maryland, Real Property Article, Tenant has deposited with the Landlord/Agent the sum of Dollars ($ ), receipt of which is hereby acknowledged, which sum does not exceed two (2) months’ rent, which is to be held as collateral security and applied on any rent or unpaid utility ▇▇▇▇ that may remain due and owing at the expiration of this Lease, Tenant shall deposit with any extension thereof or holding over period, or applied to any damages to the premises in excess of ordinary wear and tear caused by the Tenant, the Tenant’s family, guests, employees, agents, or pets, or other damages and expenses suffered by Landlord the amount as a result of the Security Deposit specified on [Page One], a breach of any covenant or provision of this Lease. Tenant may not utilize the security deposit as rent and must not apply the same as the last month’s rent. The Security Deposit security deposit will be returned deposited and maintained in an escrow account in a federally insured financial institution which does business in the State of Maryland, devoted exclusively to Tenant without interest upon security deposits, within thirty (30) days after it has been received. The security deposit may be held in insured certificates of deposit at branches of a federally insured financial institution within the expiration State of Maryland or in securities issued by the federal government or the State of Maryland. The Landlord/Agent must provide the Tenant, within forty-five (45) days after the termination of the Term tenancy by first class mail directed to the last known address of the LeaseTenant, provided that ▇▇▇▇▇▇ has paid all amounts due a written list of any damages to the premises together with a statement of costs actually incurred. Within forty-five (45) days after the termination of the tenancy, the Landlord/Agent must return the deposit to the Tenant together with simple interest, which will accrue in the amount of 3% per annum less any damages rightfully withheld. Tenant’s obligations under this Lease and has otherwise performed all obligations hereundermay not end when Tenant ceases to occupy the premises. Repairs required may be so substantial or of such a nature that work will not be completed within the forty- five (45) day period following the termination of the tenancy. In such event, Landlord reserves the right to pursue Tenant for reimbursement for costs incurred to repair damages to the premises. In the event that Tenant defaults under any provision of a sale of the property upon which the premises are situated or the transfer or assignment by the Landlord/Agent of this Lease, the Landlord/Agent has the obligation to transfer the security deposit to the transferee. After the transfer is made and after written notice of same is given to the expiration of any applicable cure period, Landlord may apply all, or any part Tenant with the name and address of the Security Deposit new Landlord/Agent, Landlord/Agent is released from all liability for the return of the security deposit and the Tenant must look solely to amounts owed by Tenantthe new Landlord/Agent for the return of his security deposit. It is agreed that the foregoing will apply to every transfer or assignment made of the security deposit to a new Landlord/Agent. In the event of any rightful or permitted assignment of this Lease by the Tenant to any assignee or sublessee, the security deposit is deemed to be held by the Landlord/Agent as a deposit made by the assignee or sublessee and the Landlord/Agent will have no further liability with respect to return of such security deposit to the assignor. The failure of the Landlord elects to apply comply with the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit Law may result in the Landlord being liable to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance Tenant for a penalty of the Building, Landlord may transfer up to three (3) times the Security Deposit (withheld, plus reasonable attorney’s fees. The Landlord or any amount Landlord’s estate, but not the managing agent or court appointed receiver, will remain liable to the Tenant for the maintenance of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued security deposit as required by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultlaw.
Appears in 1 contract
Sources: Single Family Dwelling Lease
Security Deposit. Upon execution of this Lease(a) Within two (2) business days after the Lease Commencement Date, Tenant shall pay to Landlord a cash security deposit with in an amount equal to One Million Dollars ($1,000,000.00) (the “Security Deposit”) by wire transfer to an account designated by Landlord. Tenant acknowledges and agrees that Landlord the amount of shall hold the Security Deposit specified (which Security Deposit may be commingled with other funds of Landlord), without interest, throughout the Term, as security for the performance by Tenant of all obligations on [Page One], the part of Tenant to be kept and performed under this Lease. The Landlord shall have the right from time to time, without prejudice to any other remedy Landlord may have on account thereof, to apply such Security Deposit will be returned Deposit, or any part thereof, to Landlord’s damages arising from any default on the part of Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable grace, notice and cure period, Landlord may apply all, or periods. In the event that any part portion of the Security Deposit shall be so applied, then in such event, Tenant shall replenish said Security Deposit within five (5) business days after demand therefor. At the end of the Term and upon surrender of the Leased Premises by Tenant to amounts owed by TenantLandlord, Tenant not then being in default, Landlord shall return the Security Deposit within thirty (30) days, or so much thereof as shall not have been applied in accordance with the provisions of this Section 14.14(a). In the event Landlord elects to apply of bankruptcy or other creditor-debtor proceedings against Tenant, the Security Deposit as provided may be applied first to the payment of Annual Fixed Rent, Additional Rent and other charges due Landlord for all periods prior to the filing of such proceedings.
(b) In addition to the Security Deposit to be held by Landlord pursuant to Section 14.14(a) above, Tenant shall promptly restore such Security Deposit to shall, on the original amount. Effective Date, provide Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) in an amount equal to Two Million Dollars ($2,000,000.00) (the “Stated Amount”) substantially in the form attached hereto as securityExhibit H issued by a bank or other financial institution selected by Tenant (and reasonably approved by Landlord) with a window for the presentation of letters of credit in Boston, provided Massachusetts, and otherwise reasonably acceptable to Landlord, in which the issuer unconditionally agrees to pay upon sight draft within three (3) business days the amount(s) from time to time drawn by Landlord. Any issuer of a Letter of Credit hereunder shall, at a minimum, have long-term debt rated at least “A,” or the equivalent, by Standard & Poor’s Rating Group or “A,” or the equivalent, by ▇▇▇▇▇’▇ Investors Services Inc. and have capital and surplus in excess of One Billion Dollars ($1,000,000,000.00). The following provisions and requirements shall apply to the Letter of Credit:
(i) The expiration date of the Letter of Credit shall be delivered either (A) a date not less than sixty (60) days after the fourth (4th) anniversary of the Rent Commencement Date, or (B) the first anniversary of the Rent Commencement Date and automatically extended for additional periods of one (1) year each from the initial or each subsequent expiration date (except that the final expiration date shall be a date not less than sixty (60) days after the fifth (5th) anniversary of the Rent Commencement Date), unless, at least sixty (60) days prior to any such expiration date of the Letter of Credit, the issuer notifies Landlord in writing, by registered mail, courier service or hand delivery, that it elects not to extend the expiration date. In such event, Tenant shall, no later than thirty (30) days prior to the expiration date of the then current Letter of Credit, provide to Landlord a replacement Letter of Credit from another bank or financial institution acceptable to Landlord meeting or exceeding the same minimum requirements as set forth in this Section 14.14(b), substantially in the form of the Letter of Credit initially issued. In addition, if the credit rating of an issuer of a Letter of Credit furnished hereunder, as determined by any commercially recognized rating agency, falls below the level of credit rating required under this Section 14.14(b), then, upon notice to Tenant, Landlord may require Tenant to provide a substitute Letter of Credit from a new issuer having a credit rating equivalent to that of the issuer at the time the then current Letter of Credit was furnished. If Landlord shall present, draw upon and apply or retain all or any portion of the proceeds of the Letter of Credit, Tenant shall upon notice from Landlord cause a substitute Letter of Credit in the form and Stated Amount and with executed copies an issuer all as required above to be furnished to Landlord so that at all times during the Term of this Lease, Landlord shall be entitled to draw upon the full Stated Amount of the Letter of Credit notwithstanding any prior presentation and draw thereon. Upon issuance of a substitute Letter of Credit, the current Letter of Credit shall be cancelled and surrendered. Failure to provide Landlord with a replacement Letter of Credit by the expiration of the then expiring Letter of Credit or a substitute Letter of Credit within thirty (30) days of Landlord’s notice, as the case may be, shall be deemed a default by Tenant without any further grace period applicable thereto, on account of which Landlord shall have the immediate right to draw the entire Stated Amount due.
(ii) In the event a petition is filed by the Tenant seeking an adjudication of itself as bankrupt or insolvent under any bankruptcy law or similar law or if any petition shall be filed or action taken to declare Tenant a bankrupt or to delay, reduce or modify Tenant’s debts or obligations or to reorganize or modify Tenant’s capital structure or indebtedness or to appoint a trustee, receiver or liquidator of Tenant or if an involuntary petition in bankruptcy is filed against Tenant, Landlord may draw against the Letter of Credit for any amount up to the Stated Amount paid by Tenant to Landlord within the applicable preference period on account of its obligations under this Lease. The amount so drawn shall be held by Landlord in a segregated account until expiration of the preference period. If a preference claim is brought against Landlord requiring Landlord to repay to the debtor’s estate the amount of any payments made by Tenant to Landlord as a preference, Landlord may reimburse itself out of the funds drawn under the Letter of Credit and so held the amount of the preference payments that Landlord is required to pay back to the debtor’s estate, together with reasonable attorneys’ fees and disbursements incurred by Landlord in connection with any claim by the debtor’s estate for such payment. Any amounts drawn down in accordance with this subparagraph that are unexpended after expiration of the preference period shall be paid over to Tenant, or its estate, as applicable.
(iii) From and after the occurrence of any default of Tenant beyond any applicable grace, notice and cure period hereunder, or upon the events described above in Section 14.14(b)(i) or (ii) , Landlord may draw in full, or in part, upon the Letter of Credit and apply all or any portion of the proceeds of the draw to remedy said default and to reimburse itself for any loss, cost, damage or expense incurred thereby, including, without limitation, thereafter accruing on account of a termination. Tenant shall thereafter immediately provide a supplementary letter of credit to Landlord in the amount of such draw, so that at all times Landlord shall hold a rent security deposit in the then-applicable Stated Amount.
(iv) If a draw is made against the Letter of Credit of the entire Stated Amount due to the failure of the issuer to renew or the failure or inability of Tenant to obtain a replacement or substitute Letter of Credit within the applicable period provided in Section 14.14(b)(i), or either such condition, and unless this Lease is terminated by Landlord, the funds shall be held by Landlord as an additional security deposit for the performance of Tenant’s obligations under the Lease in addition to the Security Deposit in accordance with the provisions of Section 14.14(a) above and shall be promptly paid to Tenant by Landlord upon Landlord’s receipt of a replacement or substitute Letter of Credit.
(v) The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable fully transferable to Tenant upon presentment of original to the issuer in person any successor or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any assign of Landlord.
(vi) Following Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part receipt of the Letter Security Deposit pursuant to Section 14.14(a) above, the Stated Amount of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇reduced to One Million Dollars ($1,000,000.00). The irrevocable stand-by Beginning on the first (1st) anniversary of the Rent Commencement Date, the Stated Amount of the Letter of Credit shall remain effective through be further reduced by an amount equal to Two Hundred Fifty Thousand Dollars ($250,000.00), and thereafter by a like amount upon each subsequent anniversary of the date that is sixty Rent Commencement Date until the Stated Amount shall be Zero Dollars (60$0.00), at which time the Letter of Credit shall no longer be required hereunder.
(c) days following In the expiration date this Lease. If Tenant defaults with respect event Landlord shall be entitled to any provision apply the Security Deposit pursuant to Section 14.14(a) or draw upon the Letter of this Lease beyond applicable notice and cure periods, including but not limited Credit pursuant to the provisions relating to the payment of RentSection 14.14(b) above, Landlord may either apply the Security Deposit or draw upon all or any part of Tenant’s the Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlordboth, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. TenantLandlord’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultsole discretion.
Appears in 1 contract
Sources: Lease Agreement (CarGurus, Inc.)
Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord, a security deposit (the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth in the Basic Lease Provisions, which Security Deposit shall be in the form of an unconditional and irrevocable letter of credit (the “Letter of Credit”): (i) in form and substance reasonably satisfactory to Landlord, (ii) naming Landlord as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the issuer a certification that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured financial institution reasonably satisfactory to Landlord, (v) redeemable by presentation of a sight draft together with the certification described in subsection (iii) above,and (vi) with an expiration date no earlier than 1 year from the date of issue (as extended from time to time, the “Expiration Date”); provided, however, that the Letter of Credit shall be automatically extended each year for successive terms of 1 year each until 60 days after the expiration of the Term unless the issuer notifies Landlord by certified mail, return receipt requested, at least 60 days before the then scheduled Expiration Date that issuer has elected not to extend the Expiration Date. If Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration date of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. Tenant shall have the right to substitute a replacement Letter of Credit that meets the requirements of this Section 6 from time to time, in which case the Letter of Credit then held by Landlord shall be returned to Tenant or as designated by Tenant in exchange for such replacement Letter of Credit. The Security Deposit specified on [Page One], shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration is not an advance rental deposit or a measure of the Term Landlord’s damages in case of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderTenant’s default. In the event that Tenant defaults under any provision Upon each occurrence of this Lease, and after the expiration of any applicable cure perioda Default (as defined in Section 20), Landlord may apply all, use all or any part of the Security Deposit to amounts owed pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by Tenantsuch Default, without prejudice to any other remedy provided herein or provided by law. In the event Landlord elects to apply Upon any such use of all or any portion of the Security Deposit as provided for aboveDeposit, Tenant shall promptly pay Landlord on demand the amount that will restore such the Security Deposit to the original amountamount set forth in the Basic Lease Provisions. Landlord mayTenant hereby waives the provisions of any law, at its discretionnow or hereafter in force, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, which provide that Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) claim from a security deposit only those sums reasonably necessary to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary remedy defaults in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may draw upon may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or any officer, employee, agent or invitee of Tenant. Upon bankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to the filing of such proceedings. Upon any such use of all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retainedDeposit, Tenant will shall, within ten (10) 5 days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant original amount. If Tenant shall fully perform every provision of this Lease to be performed by Tenant, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within 60 days after the expiration or earlier termination of this Lease. If Landlord transfers its interest in the Project or this Lease, Landlord shall either (a) transfer any Security Deposit then held by Landlord to a person or entity assuming Landlord’s obligations under this Section 86, or (b) return to Tenant any Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit, and Tenant’s failure right to replenish the return of the Security Deposit shall constitute apply solely against Landlord’s transferee. The Security Deposit is not an advance rental deposit or a failure to pay Additional Rent measure of Landlord’s damages in case of Tenant’s default. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee, and Tenant no interest shall have ten (10) days from the date of notice to cure such defaultaccrue thereon.
Appears in 1 contract
Security Deposit. Upon (a) Concurrently with Subtenant's execution of this LeaseSublease, Tenant Subtenant shall deposit with Landlord Sublandlord an irrevocable letter of credit (the "Letter of Credit"), which Letter of Credit shall: (a) be in the amount of $8,609,166.00; (b) be issued on the Security Deposit specified form attached hereto as Exhibit B, with no --------- modifications; (c) name Landlord as its beneficiary; (d) be drawn on [Page One], an FDIC insured financial institution satisfactory to the Landlord; and (e) expire no earlier than sixty (60) days after the Termination Date of this Lease. The Security Deposit will be returned If any amendment to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies or issuance of this Lease. The a substitute Letter of Credit results in fees or charges, then such fees or charges shall be payable solely by Subtenant.
(ib) be unconditionalIf a default by Subtenant occurs in the payment or performance of any of the terms, irrevocablecovenants or conditions of this Sublease, transferableincluding the payment of Rent (beyond any applicable notice and/or cure periods), payable to Tenant upon presentment of original Sublandlord may, to the issuer in person extent necessary to cure such default, apply or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to retain the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all whole or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter drawing down upon the Letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with Credit (the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through deemed the date that is sixty (60) days following "Security Deposit" for the expiration date this Lease. If Tenant defaults with respect to any provision purposes of this Lease beyond applicable notice Sublease) and cure periodsuse, including but not limited to apply or retain the provisions relating to the payment of Rent, Landlord may draw upon all whole or any part of Tenant’s Letter such proceeds, as the case may be, to the extent required for the payment of Creditany Rent or any other sum as to which Subtenant is in default (beyond any applicable notice and/or cure periods) including (i) any sum which Sublandlord may expend or may be required to expend by reason of Subtenant's default and/or (ii) any damages to which Sublandlord is entitled pursuant to this Sublease, whether such damages accrue before or after summary proceedings or other reentry by Sublandlord. If Sublandlord applies or retains any portion part of the Security Deposit is Deposit, Subtenant, upon demand, shall deposit with Sublandlord the amount so used, applied, applied or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which retained so that Sublandlord shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore have the full Security Deposit to its required (i.e., a Letter of Credit in the initial face amount pursuant to described above) on hand at all times during the Term. If Subtenant shall fully and faithfully comply with all the terms, covenants and conditions of this Section 8. Tenant’s failure to replenish Sublease, the Security Deposit shall constitute a failure be returned to pay Subtenant after the later to occur of (i) the Expiration Date, (ii) delivery of possession of the Subleased Premises to Sublandlord in the manner required by this Sublease, (iii) the final reconciliation of any payments of Additional Rent by Subtenant and Tenant shall have ten (10iv) days from completion by Subtenant to the date satisfaction of notice Landlord and Sublandlord of any restoration work required in the Subleased Premises or with respect to cure such defaultthe monument signage described in Section 12 below.
Appears in 1 contract
Sources: Consent to Sublease (Extricity Inc)
Security Deposit. Upon execution On January 1, 2005, the cash security deposit then currently held by Sublessor for the Subleased Premises shall be released to Sublessee and exchanged for a letter of this Lease, Tenant shall deposit credit in accordance with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, following: Sublessee at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) sole cost and expense shall deliver to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of creditSublessor, in a form and from a financial institution acceptable to LandlordSublessor, and issued by a bank reasonably acceptable to Landlord an irrevocable, unconditional standby letter of credit in the amount of $130,527.00 (the “Letter of Credit”) ), as securitysecurity for the full and faithful performance and observance by Sublessee of Sublessee’s covenants and obligations under this Sublease (the “Security Deposit”). Sublessee shall be solely responsible for all costs and expenses of obtaining, provided the amending, renewing or replacing such Letter of Credit shall be delivered to Landlord with executed copies of this LeaseCredit. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain have an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted expiration date of termination set forth below) unless the issuer delivers not earlier than thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date of the Term of this LeaseSublease. If Tenant Sublessee defaults with in the full and prompt payment and performance of any of Sublessee’s covenants and obligations under this Sublease, including, but not limited to, the payment of Rent specified in Paragraph 4 hereof, Sublessor may, after the giving of any required notices and the lapse of any cure period, but without giving any other notice to Sublessee, draw upon the Letter of Credit to the extent required for the payment of any Rent or any other sums as to which Sublessee is in default or for any sum which Sublessor may expend or may be required to expend by reason of Sublessee’s default in respect to of any provision of the terms, covenants and conditions of this Lease beyond applicable notice Sublease, including, but not limited to, any damages or deficiency in the reletting of all or any portion of the Subleased Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Sublessor. If Sublessor draws upon the Letter of Credit to cure any default, Sublessee shall cause the Letter of Credit to be restored to its original amount (or shall make a cash security deposit with Sublessor in said amount) within fifteen (15) days of such drawing and cure periods, including but failure to do so shall be deemed a default hereunder. Sublessee understands that its potential liability under this Sublease is not limited to the amount of the Security Deposit. Use of said Security Deposit by Sublessor shall not constitute a waiver, but is in addition to other remedies to Sublessor under this Sublease and under law (except to the extent of the amount so applied). In the event of any sale of Sublessor’s interest in the Premises, Sublessor shall either return the Security Deposit to Sublessee or assign its interest in the Security Deposit to the transferee or assignee and Sublessor shall thereupon be released by Sublessee from all liability for the return or payment thereof; and Sublessee shall look solely to the new sublessor for the return or payment of the same delivered to the new sublessor; and the provisions relating hereof shall apply to every transfer or assignment made of the same to a new sublessor. Sublessee shall not assign or encumber or attempt to assign of encumber the Security Deposit and neither Sublessor nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Sublessee waives the provisions of California Civil Code Section 1950.7, and all other provisions of law now in force or that become in force after the date of execution of this Sublease that provide that Sublessor may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, appliedto repair damage caused by Sublessee, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore clean the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultSubleased Premises.
Appears in 1 contract
Sources: Sublease (Fluidigm Corp)
Security Deposit. Upon execution At the time of signing of this Lease, Tenant Resident(s) shall deposit with Landlord the amount Owner/Agent he Security Deposit against the breach of any of the Security Deposit specified on [Page One]Resident(s) obligations contained herein, including without limitation: damage to the building of which the Rental Property is a part, common areas and buildings owned by Owner/Agent and surrounding or adjacent to the building which the Rental Property is a part, furniture, fixtures, appliances, and carpet; abandonment of the Rental Property; nonpayment of rent, late charges, insufficient check charges, and attorney’s fees. To the extent the security deposit is utilized by Owner/Agent during the term of this Leaselease. Resident(s) shall immediately upon demand reimburse Owner/Agent and restore the security deposit amount. The Security Deposit security deposit or other like amounts received by Owner/Agent from Resident(s) pursuant to this Lease will be returned held and disbursed subject to Tenant without interest upon the expiration terms of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderlaw. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is Within sixty (60) days after surrender and acceptance of the Rental Property, Owner/Agent shall provide Resident(s) last known address with a written statement listing the reasons for any and all charges against the security deposit, and refund the balance of the security deposit (if any) therewith. The security deposit shall be returned to Resident(s) only after each and all of the following conditions have been met or the expiration date this Leasecorresponding charges have been applied: 1) There are no unpaid charges, damages, or rentals due by Resident(s); 2) The Rental Property, including the kitchen appliances, have been thoroughly cleaned, in accordance with any written Move-Out Policy provided, and the Rental Property shall have been left in the same condition as when Resident(s) moved in, undamaged except for ordinary wear and tear. If Tenant defaults Resident(s) fail to clean thoroughly and/or in accordance with respect the written Move-Out Policy, reasonable charges to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which complete such cleaning shall be deducted. The Resident(s) acknowledges and agrees that in form and substance satisfactory to Landlord, issued no event shall said security deposit be applied by a bank reasonably acceptable to Landlord, in an amount sufficient to restore Resident(s) for any rent or charge due hereunder without the Security Deposit to its required amount pursuant to this Section 8. TenantOwner/Agent’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultprior written approval.
Appears in 1 contract
Sources: Lease Agreement
Security Deposit. Upon execution (a) A Non-Refundable security deposit of 50% Of Rental Price Is Required To Secure your reservation.
(b) The Deposit will be due on or before .
(c) The Deposit will be held by the Provider in trust, as security for the performance by the Renter of the Renter's obligations under this Agreement and as security for damage to or loss of the Equipment, or loss suffered by the Provider in connection with this Agreement, caused by the Renter or by any directors, employees, officers, agents, representatives or contractors of the Renter ("Damage or Loss").
(d) In the event that an act or omission by the Renter or by any of the Renter's directors, employees, officers, agents, representatives or contractors results in Damage or Loss, then the Provider may use part or all of the Deposit to compensate for the said Damage or Loss.
(e) The Provider's right to use the Deposit in accordance with this clause is cumulative and applies in addition to any other rights, remedies or powers which the Provider may otherwise have. Nothing in this clause will in any way reduce, extinguish, postpone, restrict or otherwise limit any other right, remedy or power which the Provider may have.
(f) The Renter will not deduct or apply any portion of the Deposit from or against any portion of the Rental Price and will not at any time use or apply any portion of the Deposit in lieu of payment of any portion of the Rental Price.
(g) In the event that the Renter breaches any term(s) or condition(s) under this Agreement, and as permitted by law, the Renter will forfeit any Deposit.
(h) In the event that the Rental is cancelled by the Renter, the Deposit may be handled in accordance with the "Cancellation" clause of this LeaseAgreement.
(i) In the event that the Provider does not obtain the right to retain the Deposit under this clause, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration Renter.
(j) For the avoidance of doubt, the Term of Parties hereby acknowledge and agree that the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease Deposit is separate from and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit in addition to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon Rental Price and any sale or other conveyance of the Building, Landlord taxes (which may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including include but are not limited to GST), duties (including stamp duty) levies, charges or imposts payable in respect of this Agreement or the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-transactions contemplated by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultit.
Appears in 1 contract
Sources: Equipment Rental Agreement
Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord the amount of the The Security Deposit specified has been delivered to Landlord on [Page One], the date hereof and shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon each occurrence of an Event of Default (hereinafter defined), Landlord may use all or part of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts Security Deposit to pay delinquent payments due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration cost of any applicable cure perioddamage, injury, expense or liability caused by such Event of Default, without prejudice to any other remedy provided herein or provided by law. Tenant shall pay Landlord may apply allon demand the amount that will restore the Security Deposit to its original amount. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee; no interest shall accrue thereon. The Security Deposit shall be the property of Landlord, but shall be paid to Tenant when Tenant’s obligations under this Lease have been completely fulfilled, except as otherwise provided below. Landlord shall not be required to keep all or any part of the Security Deposit separate from its general accounts. Landlord shall be released from any obligation with respect to amounts owed the Security Deposit upon transfer of this Lease and the Premises to a person or entity assuming Landlord’s obligations under this Paragraph 5. Provided that as of the first day of the 13th, 25th, 37th, 49th and 61st full calendar months of the Lease Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default has existed, exists, or would exist but for the passage of time or the giving of notice, or both; the Security Deposit required under this Lease shall decrease by Tenant$30,000.00 on the first day of the 13th, 25th, 37th, 49th and 61st full calendar months following the Commencement Date and continuing until the Security Deposit shall equal $60,000.00, so that as of such date and throughout the remainder of the Lease Term, the Security Deposit shall reflect a total amount of $60,000.00. In the event Landlord elects Tenant meets the foregoing obligation to apply meet the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount reduction of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable pay to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) reduced amount no later than 30 days following the expiration effective date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultreduction.
Appears in 1 contract
Security Deposit. Upon execution If, following the date of this Lease, Tenant shall deposit with Landlord Guarantor (as defined in Section 24.01) fails to meet the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit Financial Test (as provided for abovedefined below), Tenant shall promptly restore such Security Deposit deliver to Landlord as security for the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance performance of the Building, Landlord may transfer the Security Deposit (or any amount obligations of the Security Deposit remaining) to Tenant hereunder a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment letter of the same. Notwithstanding anything to the contrary credit in the paragraph aboveinitial amount equal to $4,491,666.69 plus seven months’ of Supplemental Rent, if any (the “Letter of Credit Amount”) in lieu of a cash Security Depositaccordance with this Section 2.05 (as renewed, Tenant may deliver the Security Deposit in the form of an unconditionalreplaced, cleanincreased and/or reduced pursuant to this Section 2.05, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided ). Tenant’s failure to timely deliver the Letter of Credit shall be delivered to Landlord with executed copies when due within 15 days following written notice from Landlord shall constitute an Event of Default under this Lease, without any notice or cure period under Article 14. The Letter of Credit shall (i) shall be unconditionalirrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that has an office for presentment in the City of Waltham or City of Boston, irrevocablein the form attached as Exhibit 2.05 or such other substantially similar form as is reasonably acceptable to Landlord, transferable, payable to Tenant upon presentment of original (ii) shall require only the presentation to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to of a certificate of the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part holder of the Letter of Credit and Tenant shall provide stating that Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with is entitled to draw on the Letter of Credit pursuant to the terms of this Lease, (iii) shall be paid by ▇▇▇▇▇▇payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to Landlord, any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least 45 days prior to the scheduled expiration date, give Landlord notice of such non-renewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. The irrevocable stand-by Landlord acknowledges that, as of the date of this Lease, Bank of America is an approved issuer of the Letter of Credit. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall remain effective through be for a term ending not earlier than the date that is sixty (60) days following after the expiration date this Leaselast day of the Term. If Tenant defaults with respect acknowledges that Landlord may be required to pledge the proceeds of the Letter of Credit to any provision lender holding a collateral assignment of this Landlord’s interest in the Lease beyond applicable notice and cure periods, including but not limited agrees to the provisions relating to the payment of Rent, provide Landlord with such documentation as Landlord may draw upon all or any part reasonably request, and to cooperate with Landlord as is necessary, to evidence the consent to such pledge by the issuer of Tenant’s the Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.
Appears in 1 contract
Sources: Lease Agreement (Alkermes Plc.)
Security Deposit. Upon execution of this Lease, Tenant Subtenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this LeaseSublease a letter of credit (the "Letter of Credit") in the amount of $61,109.98. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, and payable to Tenant Landlord solely upon presentment by Landlord or Landlord’s agent of original to the issuer a sight draft in person or person, by courier, overnight mail, or by facsimile transmission in partial or full draws, and (ii) contain an “"evergreen” " provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty sixty (3060) days’ ' prior written notice of cancellation to Landlord and TenantLandlord. If the Letter of Credit is lost, mutilated, stolen, or destroyed, Subtenant shall cooperate with Sublandlord to have the Letter of Credit replaced. Without limiting any of LandlordSublandlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord Sublandlord with a cancellation notice, Landlord Sublandlord may immediately draw upon all or any part of the Letter of Credit and Tenant Subtenant shall provide Landlord Sublandlord with an additional irrevocable stand-by a replacement letter of credit as provided belowin similar form, at which time Sublandlord shall return to Subtenant any amounts drawn prior thereto and not applied in respect of any default hereunder. Any and all fees or costs charged by the issuer in connection with the issuance, maintenance or transfer of the Letter of Credit shall be paid by ▇▇▇▇▇▇Subtenant. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date of this Lease (including any applicable extension periods) and the delivery of possession of the Subleased Premises to Sublandlord in accordance with the provisions of this Lease. If Tenant Subtenant defaults with respect to any provision of this Lease beyond applicable notice and cure periodsSublease, including but not limited to the provisions relating to the payment of Rentrent, Landlord may Sublandlord may, but will not be required to, draw upon all or any part of Tenant’s the Letter of Credit. If any portion of the Letter of Credit is drawn upon, Subtenant will cause the Letter of Credit to be increased to the amount required as the Security Deposit is so used, applied, or retained, Tenant will under this Sublease within ten five (105) business days after written demand from Landlord, provide Sublandlord. The Letter of Credit will not operate as a limitation on any recovery to Landlord an additional irrevocable, stand-by letter which Sublandlord may be entitled. The initial Letter of credit, which Credit shall be in form the amount of $61,109.98. In the event Subtenant is not then in default and substance satisfactory no prior default has occurred beyond any applicable notice and cure period and Subtenant has not assigned this Sublease in whole or in part to Landlord, issued by any entity other than a bank reasonably acceptable to Landlord, “Permitted Assignee” (as defined in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure , below) nor sublet the Subleased Premises in whole or in part, Subtenant may reduce the Letter of Credit to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default$30,054.99 on April 31, 2012.
Appears in 1 contract
Sources: Sublease (Interleukin Genetics Inc)
Security Deposit. Upon execution hereof, Subtenant has delivered to Sublandlord a letter of this Lease, Tenant shall deposit with Landlord credit (the "LETTER OF CREDIT") in the amount of $200,640.00 from Silicon Valley Bank, in the Security Deposit specified on [Page One]form attached hereto as EXHIBIT C, as security for the performance of Subtenant's obligations under this LeaseSublease. The Security Deposit will be returned to Tenant without interest upon Upon the occurrence of any default by Subtenant hereunder after expiration of all grace or cure periods, or in the Term event Sublandlord receives notice that the Letter of Credit will not be renewed in the amount and form required hereunder, Subtenant agrees that Sublandlord may present the Letter of Credit for payment and apply all or any part of such proceeds to any obligation of Subtenant hereunder. If all or any portion of such proceeds of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all Letter of Credit is applied by Sublandlord against any of Subtenant's obligations hereunder, Subtenant shall promptly restore the Letter of Credit to its original amount. In the event that Tenant defaults under Sublandlord transfers the Letter of Credit to a third party, Subtenant shall be responsible for all transfer fees incurred by Sublandlord in connection with such transfer, and shall promptly pay such fees after receipt of an invoice therefor from Sublandlord. At least thirty (30) days prior to the expiry of any provision Letter of Credit provided to Sublandlord as Subtenant's Security Deposit hereunder, Subtenant shall provide Sublandlord with a substitute Subtenant's Security Deposit in the same amount (or, if permitted pursuant to this Paragraph XIII, any lesser permitted amount) conforming to the provisions of this LeaseParagraph XIII and in substantially the same form as the Letter of Credit for this Sublease previously approved by Sublandlord, and but if effective during the final year of the Sublease Term with an expiration date no earlier than thirty (30) days after the expiration of the then extant Sublease Term. Notwithstanding anything in this Sublease to the contrary, provided that Subtenant (i) at such time is not in default of its obligations under this Sublease beyond any applicable grace or cure period and (ii) has not been in such default beyond any applicable grace or cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary more than two times in the paragraph aboveimmediately preceding twelve (12) months, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies reduced by $66,880.00 (three months of this Lease. The Letter of Credit shall (iFixed Rent) be unconditionalon February 20, irrevocable2002 and on February 20, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default2003.
Appears in 1 contract
Sources: Sublease (Viacell Inc)
Security Deposit. Upon execution The Lease is hereby amended by deleting the number "$150,000.00" in the second line of this Lease, Tenant shall deposit with Landlord the amount Section 10.12 of the Security Deposit specified on [Page One], of this LeaseLease and inserting the number "$587,160.00" in place thereof. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part previously delivered $150,000.00 of the Security Deposit to amounts owed by TenantLandlord. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance The remaining $437,160.00 of the Building, Landlord may transfer the Security Deposit (or any amount the "Additional Security") shall be payable to Landlord upon execution of this First Amendment and Tenant shall have the option of delivering the Additional Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditionalcash or letter of credit pursuant to the terms set forth herein. If Tenant delivers the Additional Security to Landlord in cash, cleanLandlord shall deposit the same in a separate interest bearing account on behalf of Tenant. Provided that Tenant has performed all of its obligations under the Lease, irrevocable standby Landlord shall, within 30 days after the expiration of the Term, return to Tenant the portion of the Additional Security, plus any accrued interest, which was not applied to satisfy Tenant's obligations. If Tenant delivers the Additional Security to Landlord in the form of a letter of credit, in a form acceptable Tenant shall deliver to Landlord, in form and substance reasonably satisfactory to Landlord, an unconditional letter of credit issued or confirmed by a bank reasonably acceptable Massachusetts lending institution satisfactory to Landlord (the “"Bank") in favor of Landlord in the amount of the Additional Security. Tenant agrees to cause the Bank to renew said unconditional letter of credit in the same form from time to time during the Term of this Lease, at least ninety (90) days prior to the expiration of said letter of credit or any renewal thereof (such letter of credit, as so renewed, the "Letter of Credit”") as security, provided the so that a Letter of Credit shall be delivered to Landlord with executed copies in force and effect throughout the Term of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides provide that it is automatically renewed on an annual basis (subject transferable without the Bank's consent, at no charge to Landlord. In the permitted date event Tenant defaults in respect of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights the terms, conditions or remedies hereunder, provisions of this Lease or if the bank issuing the Tenant has not presented Landlord with a renewed Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part at least ninety (90) days prior to the expiration of the Letter of Credit or any renewal thereof, (a) upon five (5) days notice to Tenant, Landlord shall have the right to require the Bank to make payment to Landlord of the entire proceeds of the Letter of Credit, (b) Landlord may apply all or part of the proceeds of the Letter of Credit to the extent required for the payment of any Fixed Rent, Additional Rent or other sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord, without thereby waiving any other rights or remedies of Landlord with respect to such default, and (c) Landlord shall hold the remainder of the proceeds of the Letter of Credit, if any, in a separate interest bearing account on behalf of Tenant as security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed with the same rights as hereinabove set forth to apply the same in the event of any further default by Tenant under this Lease. If Landlord applies any part of the proceeds of the Letter of Credit, Tenant shall provide upon demand immediately deposit with Landlord a sum equal to the amount so applied as security as aforesaid, failing which Landlord shall have the same rights and remedies as for the non-payment of Fixed Rent, and Additional Rent beyond the applicable grace period. If Tenant shall fully and faithfully comply with an additional irrevocable stand-by letter all of credit as provided below. Any the terms, provisions, covenants and all fees or costs charged by conditions of this Lease, the issuer in connection with the original Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following promptly returned to Tenant after the expiration date of this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.
Appears in 1 contract
Sources: Building Lease (Furniture Com Inc)
Security Deposit. Upon Simultaneously with Tenant’s execution and delivery to Landlord of this LeaseAmendment, Tenant shall deposit with deliver to Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease an irrevocable and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby unconditional letter of credit, in for the benefit of Landlord, issued by and to be drawn on a form acceptable commercial bank or trust company satisfactory to Landlord, in Landlord’s reasonable discretion, and issued by having total assets of at least Ten Billion Dollars ($10,000,000,000) and a bank reasonably acceptable to Landlord Standard & Poor’s rating of at least A-1 (the “Bank”), in the face amount of Three Hundred Thousand and 00/100 Dollars ($300,000.00) (the “Letter of Credit”) ). Landlord hereby approves Citizens Bank, N.A., as security, provided the an issuing bank. The Letter of Credit shall be delivered held by Landlord as security for the payment by Tenant of any and all present and future debts, liabilities and obligations under the Lease, as amended. The liability of Tenant shall not be deemed to Landlord with executed copies have been waived, released, discharged, impaired or affected by reason of this the release or discharge of Tenant in any receivership, bankruptcy, winding-up or other creditor proceeding or the rejection, disaffirmance or disclaimer of the Lease. The Letter of Credit shall have a term which expires ninety (i90) be unconditionaldays after the Lease Expiration Date; provided however that Landlord agrees to accept an annually renewable Letter of Credit, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides provided that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides that the issuing Bank shall notify Landlord with a cancellation notice, Landlord may immediately draw upon all or any part and Tenant by certified mail at least ninety (90) days in advance of the expiration of each twelve (12) month term of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by if the issuer in connection with Bank intends not to renew the Letter of Credit shall be paid by ▇▇▇▇▇▇Credit. The irrevocable stand-by Letter In the event the Bank notifies Landlord that the Bank intends not to renew the letter of Credit shall remain effective through the date that is credit, Tenant shall, no later than sixty (60) days following prior to the expiration date this Lease. If Tenant defaults of the Letter of Credit: (A) provide a substitute Letter of Credit in like amount drawn on another commercial bank or trust company having the financial strength described above and otherwise acceptable to Landlord, or (B) provide Landlord with respect to any provision the required Security Deposit amount in cash in lieu of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion In the event a replacement Letter of Credit or required cash amount specified herein is not provided or paid by the Security Deposit time specified herein, an Event of Default shall exist hereunder, and Landlord may, in addition to all other rights and remedies herein provided, draw upon the Letter of Credit. So long as no Event of Default is so usedthen continuing, applied, or retained, and upon Tenant will within ten (10) days after providing a written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory request to Landlord, issued by a bank reasonably acceptable to Landlordon the first day of the 37th full calendar month after the Extended Term Commencement Date, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute be reduced to One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00). So long as no Event of Default is then continuing, and upon Tenant providing a failure written request to pay Additional Rent Landlord, on the first day of the 73rd full calendar month after the Extended Term Commencement Date, the Security Deposit shall be reduced to Fifty Thousand and Tenant 00/100 Dollars ($50,000.00) and shall have ten (10) days from remain in place at such amount throughout the date of notice to cure such defaultTerm.
Appears in 1 contract
Security Deposit. Upon Within ten (10) Business Days after the execution of this Lease, Tenant shall deposit pay to Landlord as a Security Deposit for the performance of the obligations of Tenant hereunder the amount specified in Section 1.1. The Security Deposit shall be in the form of an irrevocable letter of credit in substantially the same form as the form of letter of credit attached hereto as Exhibit G and otherwise in accordance with the provisions of this Section 8.19. Tenant agrees that Tenant’s failure timely to provide such irrevocable letter of credit in accordance with the provisions of this Section 8.19 shall at Landlord’s election be a default under this Lease for which there shall be no cure and that Landlord reserves all rights and remedies under the Lease in connection with any such default. The letter of credit required under the first paragraph of this Section 8.19 shall contain all of the following terms and satisfy all of the following conditions (which terms and conditions are hereinafter referred to as the “Letter of Credit Terms and Conditions”): (i) the letter of credit shall be irrevocable, (ii) the letter of credit shall only require the presentation to the issuer of a certificate of the holder of the letter of credit stating that Landlord is entitled to draw upon the letter of credit under the terms of this Lease, and stating the amount of the requested draw, (iii) the letter of credit shall be payable to Landlord or its successors in interest as the Landlord under this Lease and shall be freely transferable without cost to Landlord or to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) the letter of credit shall be in the amount required under Section 1.1, (v) the letter of credit shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, (vi) the letter of credit shall be in form and substance reasonably acceptable to Landlord, and (vii) the letter of credit shall be issued by a commercial bank or savings and loan association which is reasonably acceptable to Landlord which can be drawn at such institution’s counter in ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (said initial letter of credit security deposit and every renewal thereof and every new letter of credit in replacement or substitution thereof, are hereinafter referred to as the “Letter of Credit Security Deposit”). Not less than thirty (30) days before the expiration of the initial Letter of Credit Security Deposit specified on [Page One]and every renewal thereof, Tenant shall deliver to Landlord a renewal of this Lease. The the Letter of Credit Security Deposit will or a new Letter of Credit Security Deposit, in either case, except as otherwise expressly provided herein, containing and satisfying the Letter of Credit Security Deposit Terms and Conditions. Notwithstanding the foregoing, the Letter of Credit Security Deposit to be returned to delivered by Tenant without interest upon for the final period of twelve (12) or fewer months before the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and shall be for a term ending not sooner than sixty (60) days after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies Term of this Lease. The Letter of Credit Security Deposit shall be issued by a commercial bank or savings and loan association that is chartered under the laws of the United States, any state or commonwealth thereof, or the District of Columbia and insured by the Federal Deposit Insurance Corporation. If at any time Landlord determines in its sole discretion that the financial condition of such issuer has changed in any materially adverse way from the financial condition of such issuer as of the date of execution of this Lease (iincluding, without limitation, if such issuer is declared insolvent or is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer), then Tenant shall within five (5) be unconditional, irrevocable, transferable, payable Business Days after written notice from Landlord deliver to Tenant upon presentment Landlord a replacement Letter of original Credit Security Deposit issued by a commercial bank or savings and loan association acceptable to Landlord in its sole discretion and that meets all other requirements of this Section 8.19. Notwithstanding anything in this Lease to the issuer in person contrary, Tenant’s failure to comply with the foregoing sentence shall constitute an event of default under the Lease (without further notice or grace or cure periods). Landlord shall be entitled to draw upon the Letter of Credit Security Deposit for its full amount or any portion thereof if (a) Tenant shall fail to surrender the Premises as required under this Lease on or before the expiration of the Term, or shall otherwise fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or shall fail to perform any of its obligations under the Lease and transmittal of a default notice is barred by courierapplicable law, in partial or full draws, and (iib) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers not less than thirty (30) days’ prior written notice days before the scheduled expiration of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Security Deposit, Tenant has not delivered to Landlord a new Letter of Credit Security Deposit in accordance with this Section 8.19, or (c) Tenant shall fail to provide a cancellation noticereplacement Letter of Credit Security Deposit as set forth in the preceding paragraph. Landlord may, but shall not be obligated to, draw on the Letter of Credit Security Deposit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may immediately draw upon determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to pay any amount due Landlord hereunder. Landlord’s application of the Letter of Credit Security Deposit shall not contribute to the cure of any default unless and until Tenant shall provide Landlord reinstates the Security Deposit to its full amount (either in the form of cash or a new Letter of Credit Security Deposit compliant with an additional irrevocable stand-by letter the provisions of credit as provided belowthis Section 8.19). Any and all fees or costs charged by the issuer in connection with amount of the Letter of Credit Security Deposit drawn in excess of the amount applied by Landlord to cure any such failure shall be paid held by ▇▇▇▇▇▇Landlord as a cash Security Deposit for the performance by Tenant of its obligations under the Lease. The irrevocable stand-by Any cash Security Deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under this Lease, Landlord may, but shall not be obliged to, apply the cash Security Deposit to the extent necessary to pay any amount due Landlord hereunder. Landlord’s application of such a cash Security Deposit shall not contribute to the cure of any default unless and until Tenant reinstates the Security Deposit to its full amount (either in the form of cash or a new Letter of Credit shall remain effective through Security Deposit compliant with the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision provisions of this Lease beyond applicable notice and cure periods, including but not limited to Section 8.19). After any such application by Landlord of the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Credit Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which Tenant shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore reinstate the Security Deposit to its the amount originally required amount pursuant to be maintained under the Lease (in the form of a new Letter of Credit Security Deposit compliant with the provisions of this Section 88.19). Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within sixty (60) days after the expiration or sooner termination of the Term the Letter of Credit Security Deposit and any cash Security Deposit, to the extent not applied, shall be returned to the Tenant’s failure , without interest. Tenant shall not have the right to replenish call upon Landlord to apply all or any part of the Security Deposit to cure any default or to fulfill any obligation of Tenant, but such use shall constitute a failure be solely in the discretion of Landlord. Upon any conveyance by Landlord of its interest under this Lease, the Security Deposit then held by Landlord shall be delivered by Landlord to pay Additional Rent Landlord’s grantee or transferee. Upon any such delivery and the written acknowledgment by such grantee or transferee of its receipt and that it shall continue to hold such Security Deposit as required by the terms and provisions of this Lease, Tenant hereby releases Landlord herein named (and each subsequent grantor or transferor) of any and all liability with respect to the Security Deposit, its application and return, and Tenant shall have ten (10) days from the date of notice agrees to cure look solely to such defaultgrantee or transferee.
Appears in 1 contract
Security Deposit. Upon the execution of this Lease, Tenant shall deposit with Landlord a check in the amount of Twenty-Five Thousand Two Hundred Fifty-Nine and no/100ths Dollars ($25,259.00) as a Security Deposit to secure the performance by Tenant of its obligations under this Lease, including without limitation Tenant's obligations to (a) pay Rent, (b) repair damages to the Premises caused by Tenant, Tenant's agent(s), employee(s), officer(s) and/or independent contractor(s) of or retained by Tenant ("Tenant's Representatives"), and/or Tenant's guests, visitors, customers, invitees and/or licensees ("Tenant's Invitees"), (c) clean the Premises upon termination of this Lease if the Premises are not left in a clean condition by Tenant, and (d) remedy future defaults by Tenant in any obligation under this Lease to restore, replace or return personal property installed or located in or on the Premises, including without limitation trade fixtures, furnishings, equipment and inventory, signs ("Personal Property") or appurtenances. If Tenant defaults under this Lease, including without limitation a default described in the preceding sentence, Landlord may use the Security Deposit specified on [Page One]to cure such defaults and to compensate Landlord for all or a portion of Landlord's damage resulting from such defaults. Within seven (7) days of written demand by Landlord, of this LeaseTenant shall promptly pay to Landlord a sum equal to the amount so used by Landlord so as to replenish the Security Deposit. The Security Deposit will be returned to Tenant without interest upon Within thirty (30) days after the expiration of the Term of the LeaseExpiration Date, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision Option Expiration Date or earlier termination of this Lease, and after the expiration Landlord shall deliver to Tenant, at Tenant's address, any portion of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to not used by Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord together with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If detailed statement explaining how any portion of the Security Deposit is so was used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to . Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the may commingle such Security Deposit with Landlord's other funds and Landlord shall not pay to its required amount pursuant to this Section 8Tenant interest on such Security Deposit. In the event of a bankruptcy or other insolvency or a debtor- creditor proceeding against or by Tenant’s failure to replenish , the Security Deposit shall constitute a failure be deemed applied first to pay Additional the payment of Rent and Tenant shall have ten (10) days from other amounts due Landlord for all periods prior to the date of notice filing or instigating such proceedings. To the extent any debts, liabilities and obligations of Tenant under this Lease have not been satisfied, Tenant shall remain fully liable to cure such defaultLandlord for their payment and/or performance.
Appears in 1 contract
Security Deposit. (a) Upon execution of this Lease, Tenant shall deliver to Landlord a security deposit with Landlord in the amount of $250,000.00, (such amount, or such lesser amount as may be permitted by this Section 4.06(e), the Security Deposit specified on [Page One]"SECURITY DEPOSIT") for the faithful performance of all terms, covenants and conditions of this Lease. The Security Deposit will Lease in the form of an unconditional, irrevocable letter of credit that shall: (i) be returned issued for the benefit of Landlord by a banking institution whose identity and creditworthiness shall be subject to Tenant without interest upon Landlord's reasonable approval, (ii) be effective on the Commencement Date and have a term of not less than one (1) year following the Commencement Date and containing automatic year-to-year renewal provisions subject to the Letter of Credit issuer's right to notify Landlord in writing by certified or registered mail of non-renewal at least thirty (30) days prior to the expiration of the Term Letter of Credit, (iii) be in the form attached hereto as Exhibit F or in such form as shall be acceptable to Landlord, (iv) provide for the amount thereof to be available to the Landlord in multiple drawings conditioned only upon presentation of a sight draft accompanied by the signed statement of Landlord to the effect that Tenant is in default under the terms of this Lease and shall otherwise be in accordance with the conditions for drawing stated in Exhibit F hereto, and (v) be transferable by Landlord to its successors or assigns (a "LETTER OF CREDIT").
(b) Within fifteen (15) days following receipt of a non-renewal notice from the Letter of Credit issuer (such date, the "RE-DELIVERY DEADLINE"), Tenant shall deliver to Landlord either: (i) a substitute Letter of Credit that satisfies the requirements for a Letter of Credit stated in this Section 4.06(a), or (ii) the Security Deposit in the form of cash (but a cash Security Deposit will only be permitted after the third (3rd) Lease Year). If Tenant fails to timely deliver the substitute Letter of Credit or cash Security Deposit, Landlord shall have the right to draw the Letter of Credit and receive the proceeds as a cash Security Deposit. Tenant agrees that its failure to furnish Landlord with the required Security Deposit either in the form of a substitute Letter of Credit or as cash in compliance with the requirements for the initial Letter of Credit prior to the Re-Delivery Deadline shall not be subject to any rights of notice or cure under this Lease.
(c) Tenant agrees that Landlord may, provided that ▇▇▇▇▇▇ has paid all amounts due without waiving any of Landlord's other rights and remedies under this Lease and has otherwise performed all obligations hereunder. In upon the event that Tenant defaults under any provision of this Lease, and after the expiration occurrence of any applicable cure periodof the Events of Default described in Article 13 hereof, apply the Security Deposit to remedy any failure by Tenant to repair or maintain the Premises or to perform any other terms, covenants or conditions contained herein. Should Landlord may apply all, or use any part portion of the Security Deposit to amounts owed cure any Event of Default by Tenant. In the event Landlord elects to apply the Security Deposit as provided for aboveTenant hereunder, Tenant shall promptly restore such forthwith replenish the Security Deposit to the original amount. Upon the occurrence of any of the Events of Default described in Article 13 hereof, the Security Deposit shall become due and payable to Landlord mayto the extent required to compensate Landlord for damages incurred, at its discretionor to reimburse Landlord as provided herein, commingle in connection with any such funds with its other funds, Upon any Event of Default.
(d) In the event of a sale or other conveyance leasing of the Building, Landlord may shall have the right to transfer the Security Deposit (or any amount balance of the Security Deposit remaining) to a successor/ownerthe new owner or to tenant. Upon any such transfer, Landlord shall thereupon be released by Tenant from all liability for the return of the Security Deposit; and ▇▇▇▇▇▇ Tenant agrees to look solely to the new landlord for the return of such Security Deposit. If Tenant is not in default hereunder at the successor/owner for repayment end of the same. Notwithstanding anything to the contrary in the paragraph aboveTerm, in lieu of a cash Security DepositLandlord will, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers within thirty (30) days’ prior written notice days after the expiration or earlier termination of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights the Lease, return the Security Deposit, or remedies hereunder, if the bank issuing the Letter of Credit provides so much as has not been applied by Landlord with a cancellation noticeall accrued interest, Landlord may immediately draw upon all to Tenant or any part the last permitted assignee of Tenant's interest hereunder at the expiration of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. Term.
(e) The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure be subject to pay Additional Rent and Tenant shall have ten (10) days reduction from the date initial Security Deposit of notice $250,000.00 to cure such default.the amounts stated as the "Minimum Required Security Deposit Balance" indicated in the table below effective on the first day of the Lease Year identified below provided that no Event of Default has occurred and is continuing:
Appears in 1 contract
Sources: Office Lease (E Sync Networks Inc)
Security Deposit. Upon execution Unless Tenant has made the LC Election pursuant to Section 3.2, Tenant shall pay to and deposit with Landlord an amount equal to three and (3) monthly payments of Base Rent as of the Commencement Date (subject to increase as described in this Section 3.1) as security (the “Security Deposit”) for the full and faithful performance by Tenant of each and every term, provision, covenant and condition of this Lease. The Security Deposit shall be paid by Tenant and deposited with Landlord in three (3) equal monthly installments, with the first (1st) installment due on or prior to the Commencement Date, the second (2nd) installment due on or prior to the first (1st) Business Day of the sixth (6th) calendar month of the Term, and third (3rd) installment due on the first (1st) Business Day of the ninth (9th) calendar month of the Term.
3.1.1 The Security Deposit shall not be deemed an advance payment of Rent or a measure of Landlord’s damages for any default under this Lease by Tenant, nor shall it be a bar or defense to any action that Landlord may at any time commence against Tenant. The Security Deposit shall be the property of Landlord and it may commingle the Security Deposit with other assets of Landlord, and Tenant shall not be entitled to any interest on the Security Deposit.
3.1.2 Upon the occurrence of any Event of Default, Landlord, at its option and in such order as Landlord in its sole discretion may determine, may apply the Security Deposit to any (a) obligation of Tenant under this Lease, or (b) Losses that Landlord may incur in connection with, or related to, this Lease, or any Event of Default under this Lease, whether such obligation or Loss accrues before or after the Event of Default.
3.1.3 If Landlord sells or transfers the Premises or Landlord ceases to have an interest in the Premises, Landlord may remit any unapplied part of the Security Deposit to the successor owner of the Premises, and from and after such payment or transfer, Landlord shall be relieved of all liability with respect thereto. In the case of any partial transfer or cessation, Landlord may transfer such portion of the Security Deposit as Landlord allocates to such part of the Premises, in its reasonable discretion, and from and after such partial transfer or cessation, Landlord shall be relieved of all liability only with respect to such portion of the Security Deposit so transferred.
3.1.4 If Landlord applies the Security Deposit (or any portion thereof), Tenant shall deposit with replenish the Security Deposit in full within five (5) Business Days after demand by Landlord, by paying to Landlord the amount of the Security Deposit specified on [Page One], of this Leaseas so applied. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) is also subject to a successor/owner, and ▇▇▇▇▇▇ agrees adjustment from time to look solely at the successor/owner for repayment of the same. Notwithstanding anything time pursuant to the contrary in provisions of Sections 6.12.1.
3.1.5 If no Event of Default has occurred and is continuing under this Lease and Tenant has fully performed and satisfied all of its obligations under this Lease, then Landlord shall pay the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditionalor remaining unapplied portion thereof, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is within sixty (60) days following after the expiration date this Lease. If Tenant defaults with respect to any provision or earlier termination of this Lease beyond applicable notice and cure periodsthe surrender of the Premises to Landlord in accordance with the terms of this Lease.
3.1.6 If the Base Rent is reduced pursuant to Sections 6.15, including but not limited to 6.16, 11.4, 11.5, 12.3 or 12.4 hereof, then the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion amount of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which required hereunder shall be reduced by the applicable amount of the reduction in form and substance satisfactory to Landlord, issued by monthly payments of Base Rent as a bank reasonably acceptable to Landlord, result of such reduction in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Base Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultpayable hereunder.
Appears in 1 contract
Sources: Master Lease (Diversicare Healthcare Services, Inc.)
Security Deposit. Upon It is understood that upon the execution of this Lease, Tenant shall deposit have provided the letter of credit, as described below, for the sum of the Security Deposit as security for the faithful performance and observance by Tenant of the terms, conditions, provisions and covenants of this Lease, it being further understood however, that the Security Deposit is not to be considered prepaid Rent. Notwithstanding the immediately preceding sentence to the contrary, provided Rent for the first full month of the initial Term for which Rent is due shall have been paid by Tenant upon the execution of this Lease, Tenant shall have until the 30th day after execution of this Lease to provide the letter of credit contemplated in this Section, failing which, Tenant shall be deemed in default of the payment of Rent and, notwithstanding Section 15.5 of this Lease, “Grace Period.”, without further notice or cure period, Landlord may exercise any or all of Landlord’s rights available under the Lease, at law or in equity, including, without limitation, Landlord’s rights to declare the Lease terminated, enter and repossess the Premises and seek recovery of Landlord’s costs and damages from Tenant. The Security Deposit shall be in the form of a clean irrevocable letter of credit from an Approved Financial Institution (as described below in this paragraph) in the amount set forth in Article 1.0, “REFERENCE DATA”, for the defined term “Security Deposit:”. The letter of credit and any replacement thereof shall be in a form satisfactory to Landlord, shall be for a minimum of one year and thereafter renew automatically as set forth below and shall include a right of assignment to any successor to Landlord's interests hereunder. Such letter of credit, and any replacement thereof, shall be drawn on Bank of America or other reputable financial institution qualified to do business in and having an office in Massachusetts and approved by Landlord from time to time (an "Approved Financial Institution"). In the event of a material adverse change in the financial position of any Approved Financial Institution on which any then-outstanding letter of credit is drawn, Landlord reserves the right to require Tenant to replace the then-outstanding letter of credit with a like letter of credit from another Approved Financial Institution within 10 days of notice from Landlord to Tenant exercising such right of Landlord. If the Approved Financial Institution on which any then-outstanding letter of credit is drawn is declared insolvent or placed into conservatorship or receivership, Tenant shall immediately notify Landlord and, within 10 days of such declaration of insolvency or placement into conservatorship or receivership, replace the then-outstanding letter of credit with a like letter of credit from another Approved Financial Institution; provided however that in the event Tenant has not within such 10 days replaced the then-outstanding letter of credit with a like letter of credit from another Approved Financial Institution, Tenant shall have deposited cash with Landlord in the amount of the Security Deposit specified and Landlord shall have the right but not the obligation to obtain a letter of credit in Tenant’s name and on [Page One], Tenant’s behalf as contemplated in the last sentence of this Leasegrammatical paragraph, including, without limitation, Landlord’s right to collect from Tenant reimbursement Landlord’s expenses. The Security Deposit will be returned original letter of credit and all replacements thereof shall contain a clause whereby the issuing Approved Financial Institution agrees to Tenant without interest upon automatically extend the term of the applicable letter of credit for one year periods throughout the Term and for a period of ninety (90) days after the expiration of the Term Term, unless, not less than sixty (60) days prior to the date on which the applicable letter of credit would expire absent such extension, Landlord receives notice of non-extension from the Leaseissuing Approved Financial Institution by FedEx, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderUPS or other such nationally known reputable overnight courier service. In the event that of any such notice of non-extension, Tenant defaults under shall, not later than thirty (30) days prior to the date on which the then-outstanding letter shall expire, replace the then-outstanding letter of credit with a like letter of credit from another Approved Financial Institution. In any provision event Tenant fails to replace any letter of credit as contemplated in this Section, Landlord may do so in Tenant's name and on Tenant’s behalf, and Tenant shall, within 10 days after written notice from Landlord, reimburse Landlord, as Additional Rent, for all of Landlord’s expenses incurred in doing so, including, without limitation, Landlord's reasonable legal, professional, administrative, managerial expenses and all other expenses (which expenses may include, without limitation, hourly fees for administrative and management personnel and an allocation for overhead and profit) related to enforcing Landlord’s rights hereunder and or obtaining any such replacement letter of credit. Upon the occurrence of any default of Tenant, and the passage of any notice and cure periods without a full cure of such default, including, without limitation, Tenant’s failure to replace any letter of credit as contemplated in this Section (provided that, notwithstanding anything to the contrary elsewhere in the Lease, with respect to any failure of Tenant to replace any letter of credit there shall be no notice or cure period), Landlord may, at Landlord’s election, draw the full amount or any part of any then-outstanding letter of credit, and hold, use and apply the proceeds thereof as provided for in this Section. Landlord may elect to use such proceeds (or any excess proceeds after application) to obtain from another Approved Financial Institution a replacement letter of credit in Tenant's name and on Tenant’s behalf and in such event Tenant shall, within 10 days after written notice from Landlord, reimburse Landlord, as Additional Rent, for all of Landlord’s expenses (as provided for in the immediately preceding paragraph) incurred in enforcing Landlord’s rights hereunder and or in obtaining such replacement letter of credit. From and after the expiration time Landlord shall have drawn all or any portion of the proceeds of any applicable cure periodletter of credit, if and to the extent Landlord elects not to obtain a replacement letter of credit, Landlord may shall have the right from time to time, without prejudice to any other right or remedy available to Landlord, to apply allsuch proceeds, or any part thereof, to any default in the payment of Rent or any other sum as to which Tenant is in default under this Lease or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default with respect to this Lease or to any other damages incurred by Landlord arising from or related to any then existing or subsequently occurring default of Tenant, including, without limitation, any amount for which Tenant is liable under the Article contained herein entitled “DEFAULT”. In lieu of obtaining a replacement letter of credit, Landlord may hold the proceeds of the letter of credit as a cash Security Deposit in which event Landlord shall have the same rights and remedies with respect to amounts owed the cash Security Deposit as Landlord shall have with respect to the letter of credit. In no event shall Tenant be entitled to any interest on the proceeds of any letter of credit drawn upon by TenantLandlord nor shall such proceeds be deemed prepaid Rent. In no event shall the proceeds of any letter of credit drawn upon by Landlord be construed as liquidated damages for any default or breach of any term, condition, provision and covenant of this Lease nor shall Landlord be required, because of such proceeds, to waive any right of Landlord to terminate this Lease as provided for under the Article contained herein entitled “DEFAULT”. In the event Landlord elects to apply the Security Deposit as provided for aboveuses, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon applies or retains any sale part or other conveyance all of the Building, Landlord may transfer the Security Deposit (or proceeds of any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit drawn upon by Landlord or if and as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date required elsewhere under this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will shall, within ten (10) days after written demand notice from Landlord and at Landlord’s election, deposit with Landlord such sums of money or provide such additional letter of credit or amend any then-outstanding letter of credit or any combination of the forgoing as Landlord may from time to time direct as necessary to bring the total amount of any then-outstanding letter of credit plus any cash deposit held by Landlord in lieu of letter of credit to a sum equal to the amount set forth in Article 1.0, “REFERENCE DATA”, for the defined term “Security Deposit:”. Provided Tenant is not then in default under this Lease and no condition exists which with the passage of time or the giving of notice would constitute a default under this Lease, after the expiration of the Term of this Lease and surrender of possession of the Premises by Tenant to Landlord, provide Landlord shall return to Tenant any then-outstanding letter of credit or, as the case may be, return to Tenant without interest any proceeds of any letter of credit drawn upon by Landlord an additional irrevocableor whatever portion of such proceeds may remain after any permitted use or application of such proceeds. If Landlord conveys Landlord's interest under this Lease, stand-the proceeds (or, if not drawn upon, any letter of credit) of such a letter of credit or any part thereof not previously applied, shall be turned over by Landlord to Landlord's grantee, and, when actually turned over, Tenant agrees to look solely to such grantee for proper application of the proceeds herewith. The holder of a mortgage shall not be responsible to Tenant for the return of any letter of credit or application of any proceeds of any letter of credit, which shall be in form and substance satisfactory whether or not such holder succeeds to Landlordthe position of Landlord hereunder, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant unless such proceeds or letter of credit shall have ten (10) days from the date of notice to cure actually been received by such defaultholder.
Appears in 1 contract
Security Deposit. Upon execution As an additional inducement to enter into this Lease and as evidence of Lessee's intention to comply with the terms and conditions of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One]Lessee shall, of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease ten (10) business days following Lessee's execution and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision delivery of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit deliver to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to Lessor a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditionalirrevocable, clean, irrevocable standby unconditional letter of credit, credit in a form acceptable to Landlord, and the amount of $1,000,000.00 issued by a bank lender reasonably acceptable to Landlord Lessor in form and substance similar to the letter of credit attached hereto as Exhibit ------- "C" (the “"Initial Letter of Credit”) as security"). Provided, provided however, the form of Letter of --- Credit shall be subject to the reasonable approval of the lender of Lessee. The Initial Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall have an expiration date falling no sooner than one (i1) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to year after the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that date it is automatically renewed on an annual basis issued (subject to the permitted date of termination set forth below) unless the issuer delivers "Issue Date"). No later than thirty (30) days’ days prior written notice to the expiration of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Initial Letter of Credit provides Landlord with or, as applicable, any Replacement Letter of Credit (defined below), Lessee shall deliver to Lessor a cancellation notice, Landlord may immediately draw upon all or any part replacement letter of credit (each a "Replacement Letter of Credit") in an amount equal to the amount of the then existing letter of credit less $200,000.00, issued by a lender reasonably acceptable to Lessor, identical in form and terms of the Initial Letter of Credit, and expiring no sooner than one (1) year after the date of delivery of such Replacement Letter of Credit to Lessor. The Initial Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the each Replacement Letter of Credit are sometimes collectively referred to herein as "Letter of Credit." Lessee shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by have no obligation to deliver or maintain a Letter of Credit shall remain effective through to Lessor after the date that is initial Term of this Lease or after sixty (60) months from the Issue Date. Lessee agrees that upon any default by Lessee under the terms and provisions of the Lease (and in the event of a non-monetary default, such default remains uncured thirty (30) days following after Lessor gives Lessee written notice of such default), Lessor shall have the expiration date right to receive payment of the entire amount under the Letter of Credit, and such amounts received by Lessor shall be held by Lessor as a cash Security Deposit. Lessor shall hold the Security Deposit as security for the performance by Lessee of Lessee's covenants and obligations under this Lease. If Tenant defaults with respect Lessee shall not be entitled to receive interest on the monies held as a security deposit. The Security Deposit shall not be considered an advance payment of Base Rent, Additional Rent or other charges provided for in this Lease, nor shall the Security Deposit serve as a measure of the damages which would be suffered by Lessor in the case of a default by Lessee. Lessor, may, from time to time, without prejudice to any provision of this Lease beyond applicable notice and cure periodsother remedy, including but not limited use the Security Deposit to the provisions relating extent necessary to the payment make good any arrearages or nonpayment of Base Rent, Landlord may draw upon all Additional Rent or other charges provided for in this Lease, or to satisfy any part obligation of Tenant’s Letter of CreditLessee hereunder. If Following any portion such application of the Security Deposit is Deposit, Lessee shall pay Lessor on demand the amount so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be applied in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient order to restore the Security Deposit to its required amount pursuant to original amount. If Lessee is not in default at the expiration of this Section 8. Tenant’s failure to replenish Lease and if the Security Deposit has not been used as outlined above, then the balance of the Security Deposit shall constitute a failure be returned to pay Additional Rent and Tenant shall have ten Lessee within thirty (1030) days from after the date termination date. If Lessor transfers Lessor's interest in the Leased Premises, Lessor may assign the Security Deposit to the transferee and thereafter have no further liability for the return of notice to cure such defaultthe Security Deposit. The Security Deposit shall not be assigned or encumbered by Lessee and any attempted assignment or encumbrance by Lessee shall be void.
Appears in 1 contract
Sources: Office Lease (Netpliance Inc)
Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord As a substitute for the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu delivery of a cash Security Deposit, Tenant may shall deliver the Security Deposit in the form of an unconditional, cleanirrevocable, irrevocable standby letter of credit in the amount of $750,000.00 conforming to each the following requirements:
(i) such letter of credit may only be issued by a member of the New York Clearing House Association (or a commercial bank or trust company satisfactory to Landlord having a net worth of at least $700,000,000.00) which has banking offices in New York City or Suffolk County (the “Issuing Bank”);
(ii) such letter of credit shall indicate the address of the Issuing Bank where it can be drawn upon;
(iii) such letter of credit shall name Landlord as beneficiary under the letter of credit with its address as set forth herein;
(iv) such letter of credit must be payable to Landlord or an authorized representative of Landlord upon presentation of the letter of credit, in a form acceptable to Landlordsight draft, and issued a certification that either (x) Tenant has committed a specified Event of Default under the Lease which has not been cured, or (y) the Issuing Bank has notified Landlord that it shall not extend the letter of credit beyond its current maturity date, and thirty days shall have expired from the date of the Bank’s notice without Tenant replacing the existing letter of credit with a replacement letter of credit in accordance with subsection (v) hereof;
(v) such letter of credit shall be deemed to be automatically renewed, without amendment except as set forth in subsection (b) above, for consecutive one year periods after the original expiry date through a date which is not earlier than sixty (60) days after the Expiration Date of this lease, or any renewal or extension thereof, unless written notice of nonrenewal has been given by a bank reasonably acceptable the Issuing Bank to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered sent to Landlord with executed copies of this Lease. The Letter of Credit shall via certified mail, return receipt requested) at least sixty (i60) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original days prior to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to expiration of the permitted date current term of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice letter of cancellation to Landlord and Tenantcredit. Without limiting any Upon the Issuing Bank’s giving of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation such notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter ▇ must replace said letter of Credit shall remain effective through credit with a new letter of credit satisfying the date that is sixty requirements of this Article at least thirty (6030) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited prior to the provisions relating termination of the existing letter of credit. Failure by Tenant to replace the existing letter of credit as required herein shall constitute a default under this lease and there shall be no notice or opportunity to cure said default. Thereupon, Landlord shall be permitted to draw upon the existing letter of credit up to the payment full amount thereof; LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC. LIHTI2
(vii) such letter of Rent, credit shall be transferable by Landlord may draw upon all or any part without the consent of Tenant’s Letter of Credit. If any portion Tenant and in accordance with the requirements of the Security Deposit is so usedIssuing Bank; and
(viii) Tenant shall cooperate, appliedat its expense, or retained, Tenant will within ten (10) days after written demand from Landlord, provide with Landlord to promptly execute and deliver to Landlord an additional irrevocableany and all modifications, stand-by amendments, and replacements of the letter of credit, which shall be in form as Landlord may reasonably request to carry out the intent, terms and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to conditions of this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultArticle.
Appears in 1 contract
Security Deposit. Upon execution 3.3.1 Within five (5) Business Days of this Leasethe Execution Date, Tenant shall deposit with Landlord deliver a letter of credit in the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form favor of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as securitya guaranty for the faithful performance and observance by Tenant of the terms, provided the Letter of Credit shall be delivered to Landlord with executed copies covenants and conditions of this Lease. The Letter of Credit initially delivered pursuant to this subsection and all substitutions, replacements and renewals of it, must be consistent with and shall (i) be unconditionalsatisfy all the requirements in the letter of credit criteria in Exhibit H, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenantattached hereto. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part Timely delivery of the Letter of Credit and shall, at Landlord’s election, be treated as a condition subsequent to the effectiveness of this Lease such that the Lease shall be voidable by Landlord by delivery of written notice to Tenant shall provide if timely delivery of the Letter of Credit does not occur.
3.3.2 Landlord with an additional irrevocable stand-by letter may draw on the Letter of credit as provided below. Any and all fees Credit, in whole or costs charged in part at Landlord’s election, without advance notice to Tenant at any time or from time to time on or after (i) the occurrence of any Event of Default, (ii) if Tenant, or anyone in possession of the Premises through Tenant, holds over after the expiration or earlier termination of this Lease, (iii) Landlord is given notice by the issuer of the Letter of Credit that it is terminating the Letter of Credit, (iv) a confirming bank gives notice to Landlord that it will cease to act in connection with that capacity, (v) the Letter of Credit expires on a specified date by its terms and is not renewed or replaced at least sixty (60) days in advance of its expiration date, or (vi) to the extent permitted by law, in the event any bankruptcy, insolvency, reorganization or any other debtor creditor proceeding is instituted by or against Tenant.
3.3.3 Landlord may apply any sum drawn on the Letter of Credit to amounts owing to Landlord under this Lease in such order and priority as Landlord elects in its absolute discretion. If any of the proceeds drawn on the Letter of Credit are not applied immediately to sums owing to Landlord under this Lease, Landlord may retain any such excess proceeds as a cash security deposit (“Cash Security Deposit”) for application, at Landlord’s election, to future sums owing to Landlord under this Lease, in such order and priority as Landlord elects in its absolute discretion. Tenant shall, within fifteen (15) days after Tenant’s receipt of Landlord’s written demand thereof, restore the amount of the Letter of Credit drawn so that the Letter of Credit is restored to the original amount of the Letter of Credit, minus any Cash Security Deposit. If Tenant does not restore the Letter of Credit to its original amount, minus the amount of any Cash Security Deposit, within the required time period, such non-restoration shall be considered an Event of Default.
3.3.4 Additionally, Landlord’s draw and application of all or any portion of the proceeds of the Letter of Credit shall not impair any other rights or remedies provided under this Lease or under applicable law and shall not be paid by ▇▇▇▇▇▇. The irrevocable stand-by construed as a payment of liquidated damages.
3.3.5 Tenant shall cooperate in accomplishing any reasonable modification of the Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Leaserequested by Landlord. If the Letter of Credit should be lost, mutilated, stolen or destroyed, Tenant defaults with respect shall cooperate in obtaining the issuance of a replacement. Tenant shall not assign or grant any security interest in the Letter of Credit and any attempt to any provision do so shall be void and of this Lease beyond applicable notice and cure periodsno effect. In the event of a sale or transfer of Landlord’s estate or interest in the Building, including but not limited Landlord shall have the right to transfer the Letter of Credit to the provisions relating to transferee, Tenant shall pay any transfer fees charged by the payment issuing bank and Landlord shall thereafter be considered released by Tenant from all liability for the return of Rent, Landlord may draw upon all or any part of Tenant’s the Letter of Credit. If Tenant shall cooperate in effecting such transfer. No mortgagee or purchaser of any portion or all of the Security Deposit Building at any foreclosure proceeding brought under the provisions of any mortgage shall (regardless of whether the Lease is so usedat the time in question subordinated to the lien of any mortgage) be liable to Tenant or any other person for any or all amounts drawn against the Letter of Credit or any other or additional security deposit or other payment made by Tenant under the provisions of this Lease), appliedunless Landlord has actually delivered it in cash to such mortgagee or purchaser, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore as the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultcase may be.
Appears in 1 contract
Sources: Lease (Kitara Media Corp.)
Security Deposit. Upon execution of this Lease, Tenant shall 9.1 . The security deposit with Landlord the amount is a component of the Security Deposit specified on [Page One], good-faith deposit (it is not an extra fee over and above the good faith deposit of this Lease«Good Faith Deposit» ). The Security Deposit will be returned to Tenant without interest upon Landlord shall hold security deposit as security for the expiration protection of the Term of the LeasePremises from any damages, provided that to be deposited into an account at US Bank, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date ▇▇▇, ▇▇ ▇▇▇▇▇ in account <<Site Manager>>, and as security for Tenant’s other obligations under this Lease. Tenant shall not be entitled to any interest that may accrue on the security deposit. Landlord shall be entitled to co-mingle the security deposit with Landlord’s other funds in said account above.
9.2 . No portion of the security deposit may be applied as rent by Tenant for payment of any rent due to Landlord.
9.3 . Tenant shall submit to Landlord a forwarding address and e-mail address associated with / linked to Tenant's PayPal account within seven (7) days after vacating the Premises. SAMPLE
9.4 . If the Premises (excluding general maid-service type cleaning & professional carpet cleaning, which are exempt from this lease provision per Section 7 AND excluding interior paint, which is exempt from this lease provision per Section 8) are not left in the same or substantially the same condition as reflected in the move-in inspection form, then Tenant shall be responsible to Landlord for all charges set forth herein for administrative work and other damages to the Premises at the end of the Lease Term, which shall be due and payable by Tenant to Landlord at the end of the Term and payable out of the remainder of the security deposit. If Tenant defaults with respect fails to perform as stated above, and Landlord is forced to repair premises and/or to restore the Premises to a rentable condition, then Landlord shall have the right to charge reasonable fees and amounts to repair and/or restore the Premises, and to retain Tenant’s security deposit according to the fee schedules set forth herein. Although Landlord may assess these charges against the security deposit, nothing in this section shall prohibit landlord from fixing or otherwise repairing damage caused by Tenant and invoicing Tenant for said amounts, plus reasonable charges for Landlord’s time and expense, on a monthly basis. Should Tenant be responsible for damage and or loss of value to the premises greater than the value of the security deposit, Tenant agrees to make payment to Landlord for such loss within fourteen (14) days after presentation of a ▇▇▇▇ or said damage and/or loss. • Removal of personal property (furniture items, kitchenware, clothes, boxes, etc...) = $75 • Removal of trash / rubbish / litter from floors = $75 • Drywall repair: $100 • Wall repair & painting secondary to sticker(s) / decal(s): $100 • Smoking odor remediation = $400
9.5 . The security deposit, less any provision charges if applicable as set forth above and herein, less rent or other late fees or other charges due and owing, and less any unpaid utilities, is to be refunded within thirty (30) days after Tenant vacates the Premises, provided no damage occurs, the Premises have been left in good condition, appearance and repair, and all of the terms of this Lease beyond applicable notice and cure periodshave been fulfilled. At Landlord’s sole discretion, including but not limited the security deposit refund may be issued to Tenant via electronic transfer of funds (for example, via PayPal) in lieu of issuing the refund via manual check through standard U.S. mail delivery. Tenant agrees to the provisions relating electronic disbursement method detailed in this paragraph. If Tenant insists that refund of security deposit be made via manual check through standard U.S. mail delivery, then Tenant agrees to a $20 processing deduction from security deposit.
9.6 . If the payment Premises is rented to more than one person, Tenants agree to work out the details concerning division of Rent, any refund among themselves. Landlord may draw upon all issue security deposit refund to any individual identified as “Tenant” on page 1 of this Lease, and in doing so, satisfies its legal obligation for return of the security deposit.
9.7 . Any unpaid late fees, insufficient funds / return-check charges, or other fees or charges accumulated over the period of this or any part prior Lease executed by Tenant, at Landlord’s sole discretion, and without notice by Landlord and without Landlord waiving the right to collect such fees monthly or at the termination of the Lease, may be deducted by Landlord from the Security Deposit at the termination of the Lease instead being collected monthly from Tenant’s Letter of Credit. If any portion Tenant authorizes the release of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-for satisfaction and payment of any and all expenses incurred by letter of credit, which shall be in form and substance satisfactory Landlord due to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish non-compliance with the Security Deposit shall constitute a failure to pay Additional Rent terms and Tenant shall have ten (10) days from the date conditions of notice to cure such defaultthis Lease, as well as any late fees not paid in advance by Tenant.
Appears in 1 contract
Sources: Lease Agreement
Security Deposit. Upon (a) Subtenant shall deliver to Sublandlord upon its execution of this LeaseSublease, Tenant shall deposit with Landlord for the amount full and faithful performance by Subtenant of the Security Deposit specified on [Page One]each and every term, provision, covenant and condition of this LeaseSublease and Subtenant shall maintain as set forth herein, a clean, irrevocable and freely transferable letter of credit, in the sum of $219,967.00 in form and substance, and issued by a bank, reasonably satisfactory to Sublandlord (the “Letter of Credit”). The Security Deposit will be returned Letter of Credit shall provide (i) for automatic annual renewals thereof to Tenant without interest upon and including the date that is sixty (60) calendar days after the expiration of the Term Sublease Term, unless Sublandlord shall be notified by the issuing bank at least sixty (60) calendar days prior to any expiration date that the Letter of Credit shall not be extended beyond such date; (ii) that upon presentation of the LeaseLetter of Credit to the issuing bank and its receipt of a written statement purported to be signed by or on behalf of Sublandlord stating that Subtenant is in Default under the Sublease, provided said issuing bank will pay to Sublandlord the amount stated in such notice to be necessary to cure such Default, up to the face amount of the Letter of Credit; and (iii) that ▇▇▇▇▇▇ has paid all amounts due under it shall be freely transferable by Sublandlord, to Sublandlord’s assignee of its interest in this Lease and has otherwise performed all obligations hereunderSublease upon notice to the issuing bank, without charge. The Letter of Credit shall be subject to the Uniform Practices for Documentary Credits then prevailing. In the event that Tenant defaults under any provision the issuing bank shall notify Sublandlord that the Letter of this LeaseCredit shall not be renewed or extended, and after then, not later than thirty (30) calendar days prior to the expiration of the Letter of Credit, Subtenant shall deliver to Sublandlord a replacement Letter of Credit in the full amount required pursuant to this Section 15, in form and substance, and issued by a bank, reasonably satisfactory to Sublandlord. The failure of Subtenant to so timely furnish such replacement Letter of Credit as herein provided shall be deemed a Default hereunder.
(b) If Subtenant is in Default hereunder, Sublandlord may, but shall not be required to draw on the Letter of Credit (as above provided) for the payment of any applicable cure periodRent in default or for payment of any other sum which Sublandlord may expend, Landlord or be required to expend, by reason of such Default, and, if Subtenant is in Default for having failed to timely furnish to Sublandlord a replacement Letter of Credit in accordance with the terms of Section 15(a), then Sublandlord shall have the right to draw the entire amount of the Letter of Credit and to hold the proceeds as a cash security deposit (the “Security Deposit”), as security for the full and faithful performance by Subtenant of all of the terms, covenants and conditions of this Sublease. If Subtenant is in Default, Sublandlord may use, apply all, or retain the whole or any part of the Security Deposit for the payment of any Rent in default or for payment of any other sum which Sublandlord may expend, or be required to amounts owed expend, by Tenantreason of Subtenant’s Default. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale If Sublandlord uses or other conveyance of the Building, Landlord may transfer the Security Deposit (retains all or any amount a portion of the Security Deposit remainingDeposit, Subtenant shall replenish such amount as Sublandlord used, within ten (10) calendar days after written demand of Sublandlord. At any time or times when, pursuant to a successor/owner, and the provisions of this ▇▇▇▇▇▇▇ agrees ▇▇, ▇▇▇▇▇▇▇▇▇▇▇ shall draw on the Letter of Credit as aforesaid, and within five (5) calendar days after Sublandlord’s demand therefor, Subtenant shall restore the amount of the Letter of Credit to look solely at the successor/owner for repayment amount then required hereunder and deliver an amendment to the Letter of Credit to Sublandlord, in form and substance reasonably satisfactory to Sublandlord, evidencing the same. Notwithstanding anything Sublandlord shall release the Security Deposit to Subtenant upon delivery to Sublandlord of a replacement Letter of Credit complying with the terms hereof. Sublandlord’s obligations with respect to the contrary in the paragraph above, in lieu Security Deposit are those of a cash Security Deposit, Tenant may deliver debtor and not a trustee. Sublandlord shall not be required to maintain the Security Deposit in a trust account or separate from Sublandlord’s general or other funds and Sublandlord may commingle the form Security Deposit with any of an unconditionalSublandlord’s general or other funds. Subtenant shall not be entitled to any interest on the Security Deposit.
(c) In case of the assignment or other transfer by Sublandlord of its interest in this Sublease, cleanor any cessation of Sublandlord’s interest therein, irrevocable standby letter of creditwhether in whole or in part, (i) Sublandlord may, upon notice to Subtenant, transfer its interest in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditionalor Security Deposit, irrevocableas the case may be, transferable, payable to Tenant upon presentment of original to the issuer in person grantee, assignee or by courier, in partial or full drawsother transferee of Sublandlord’s interest, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject from and after such transfer and the transferee’s written assumption of Sublandlord’s obligations under this Section 15 Sublandlord shall be relieved of all liability with respect to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord or Security Deposit, as the case may be, and Subtenant shall look solely to the grantee, assignee or transferee for same. Subtenant agrees that Subtenant shall not assign (except in connection with a cancellation noticean assignment of the Sublease made in accordance with this Sublease) or encumber the Letter of Credit or Security Deposit, Landlord as the case may immediately draw upon be, and no such assignment or encumbrance by Subtenant of all or any part of the Letter of Credit and Tenant or Security Deposit, as the case may be, shall provide Landlord with an additional irrevocable stand-by letter of credit as provided belowbe binding upon Sublandlord, whether made prior to, during, or after the Sublease Term. Any and all fees Sublandlord shall not be required to exhaust its remedies against Subtenant or costs charged by the issuer in connection with against the Letter of Credit or Security Deposit, as the case may be, before having recourse to any other form of security held by Sublandlord and recourse by Sublandlord to such other form of security shall not affect any remedies of Sublandlord which are provided in this Sublease or which are available to Sublandlord under this Sublease.
(d) Sublandlord agrees that, provided that no Default exists, Subtenant shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by permitted to reduce the amount of the Letter of Credit shall remain effective through the date that is sixty to $109,983.50 on October 15, 2013. Upon request by Subtenant, given no earlier than ten (6010) calendar days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited prior to the provisions relating respective dates upon which the Letter of Credit may be reduced pursuant to the payment of Rentpreceding sentence and provided that no Default exists, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of Sublandlord shall deliver to the Security Deposit is so usedissuing bank, applied, or retained, Tenant will within ten (10) calendar days after receipt of such request from Subtenant, its written demand from Landlordauthorization to so reduce the amount of the Letter of Credit as of the date in question.
(e) Subject to all of the other conditions and provisions of this Section 15, provide Subtenant agrees to Landlord an additional irrevocabledeliver, stand-by letter and Sublandlord agrees to accept, initially, a Letter of credit, which shall be in form and substance satisfactory Credit conforming to Landlord, all of the requirements of this Section 15 issued by Silicon Valley Bank (the “Bank”). In the event that at anytime (i) the Bank’s credit rating, or (ii) the credit rating of any subsequent issuer of a bank Letter of Credit held by Sublandlord hereunder, falls below a level reasonably acceptable to LandlordSublandlord, then, in an amount sufficient such event, Subtenant shall supply and deliver to restore Sublandlord, within thirty (30) calendar days of Sublandlord’s notice to Subtenant of the Security Deposit occurrence of (i) or (ii) above, a substitute Letter of Credit from a bank having a credit rating reasonably acceptable to its required amount pursuant to Sublandlord, and otherwise in compliance with the conditions and provisions of this Section 8. Tenant’s failure 15.
(f) Provided that no Default exists, within sixty (60) calendar days of the expiration or termination of the term of this Sublease (not resulting from a Default), Sublandlord shall return the Letter of Credit or Security Deposit, if any, to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultSubtenant.
Appears in 1 contract
Security Deposit. Upon (a) Concurrently with the execution of this Lease, Tenant shall deliver to Landlord within ten (10) days following receipt of Landlord’s written request of security deposit with Landlord (the “Security Deposit”) in the amount of the Security Deposit specified on [Page One], of this Lease$399,938.00. The Security Deposit will shall be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) as security, provided the Letter of Credit and shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or issued by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation a bank acceptable to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord. The Letter of Credit shall remain in full force and effect during the initial one hundred twenty (120) months of the Term as security for the payment by Tenant of the Rent and all other charges or payments to be paid hereunder and the performance of the covenants and obligations contained herein, issued and the Letter of Credit shall be renewed at least thirty (30) days prior to any expiration thereof. If Tenant fails to renew the Letter of Credit by such date, time being of the essence, Landlord shall have the right at any time after the thirtieth (30th) day before such expiration date to draw on the Letter of Credit and to deposit the Security Deposit in any account for the benefit of Landlord or to declare an Event of Default. The Security Deposit shall not be commingled with other funds of Landlord or other Persons and no interest thereon shall be due and payable to Tenant.
(b) If at any time an Event of Default shall have occurred and be continuing, Landlord shall be entitled, at its sole discretion, to draw on the Letter of Credit or to withdraw the Cash Security Deposit from the above-described account and to apply the proceeds in payment of (i) any Rent or other charges for the payment of which Tenant shall be in default, (ii) prepaid Basic Rent, (iii) any expense incurred by Landlord in curing any default of Tenant, and/or (iv) any other sums due to Landlord in connection with any default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default, including any rights of Landlord under Paragraph 23 or to do any combination of the foregoing, all in such order or priority as Landlord shall so determine in its sole discretion and Tenant acknowledges and agrees that such proceeds shall not constitute assets or funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall be, for all purposes, the property of Landlord (or Lender, to the extent assigned). Tenant further acknowledges and agrees that (1) Landlord’s application of the proceeds of the Letter of Credit or Cash Security Deposit towards the payment of Basic Rent, Additional Rent or the reduction of any damages due Landlord in accordance with Paragraph 23 of this Lease, constitutes a bank reasonably acceptable to Landlordfair and reasonable use of such proceeds, in and (2) the application of such proceeds by Landlord towards the payment of Basic Rent, Additional Rent or any other sums due under this Lease shall not constitute a cure by Tenant of the applicable default provided that an amount sufficient to restore Event of Default shall not exist if Tenant restores the Security Deposit to its required full amount pursuant to within five (5) days and in accordance with the requirements of this Section 8. Tenant’s failure to replenish Paragraph 36, so that the original amount of the Security Deposit shall constitute be again on deposit with Landlord.
(c) At the expiration of the initial one hundred twenty (120) months of the Term and so long as no Event of Default exists the Letter of Credit or the cash Security Deposit, as the case may be, shall be returned to Tenant.
(d) Landlord shall have the right to designate Lender or any other holder of a failure Mortgage as the beneficiary of the Letter of Credit during the term of the applicable Loan, and such Lender or other holder of a Mortgage shall have all of the rights of Landlord under this Paragraph 36. Tenant covenants and agrees to pay Additional Rent execute such agreements, consents and acknowledgments as may be requested by Landlord from time to time to change the holder of the Security Deposit as hereinabove provided.
(e) In the event that the earnings (before interest, taxes, depreciation and amortization) arising out of the business of Tenant (“EBITDA”) calculated in accordance with generally accepted accounting principles applied on a consistent basis, and determined by Landlord’s annual review of Tenant’s year-end 10K (established by Tenant’s regular firm of independent certified public accountants), is less than $15,000,000.00 for any fiscal year during the initial one hundred twenty (120) months of the Term, Tenant shall, within thirty (30) days of Landlord’s written notice (“EBITDA Notice”), increase the amount of the Security Deposit and Letter of Credit to $799,876.00. Tenant shall deliver Tenant’s 10K to Landlord, for Landlord’s review, concurrently with Tenant’s delivery of Tenant’s 10K to the Security and Exchange Commission at the end of each fiscal year. If Tenant objects, in writing, to Landlord’s analysis of EBITDA within fifteen (15) days of Landlord’s EBITDA Notice, the parties shall negotiate in good faith to resolve any disagreement between them with respect to the calculation of EBITDA for a period of fifteen (15) days. If Tenant and Landlord are unable to so agree, then the matter shall be determined by arbitration in accordance with the rules of the American Arbitration Association then prevailing in Minneapolis, Minnesota. Any decision or award resulting from such arbitration shall be final and binding upon Landlord and Tenant shall have ten (10) days from the date and judgment thereon may be entered in any court of notice to cure such defaultcompetent jurisdiction.
Appears in 1 contract
Sources: Lease Agreement (Pw Eagle Inc)
Security Deposit. Upon execution of this LeaseOn or before the date hereof, Tenant shall deposit with Landlord a clean, irrevocable and unconditional letter of credit payable at sight in a form acceptable to Landlord in its sole discretion (“Letter of Credit”) issued by a bank or financial institution and branch, all approved by Landlord in its sole discretion (hereinafter referred to as the “Bank”) in favor of Landlord, in the amount of Two Hundred Twelve Thousand Six Hundred Thirty-six and 01/100 Dollars ($212,636.00) as security for the Security Deposit specified faithful performance and observance by Tenant of the terms, conditions and provisions of this Lease, including without limitation the surrender of possession of the Premises to Landlord as herein provided. The Letter of Credit shall have a term which expires no sooner than sixty (60) days after the Expiration Date, or Tenant may deliver a one (1) year unconditional and irrevocable Letter of Credit which by its terms automatically, for the remainder of the Term, renews for successive one (1) year periods unless the Bank provides no less than sixty (60) days written notice to Landlord that such Letter of Credit shall not be renewed, in which event Landlord shall have the right to draw down the entire amount of the Letter of Credit unless Tenant substitutes, prior to the expiration of such letter of Credit, a new Letter of Credit which meets the requirements of this Paragraph 7. The Letter of Credit shall permit multiple drawings and be fully transferable by Landlord without the payment of any fees or charges by Landlord. If Tenant defaults in respect of any of the terms, conditions or provisions of this Lease including, but not limited to, the payment of Rent, and Tenant fails to cure any such default after any required notice and within any applicable cure period hereunder or if Landlord receives a notice that the Letter of Credit shall not be renewed, (i) Landlord shall have the right to require the Bank to make payment to Landlord or its designee of the entire proceeds of the Letter of Credit, and (ii) Landlord may, at the option of Landlord (but Landlord shall not be required to) apply or retain the whole or any part of such sum so paid to it by Tenant or the Bank to the extent required for the payment of any Rent or any other sum as to which Tenant is in default, and any damages to which Landlord is entitled pursuant to the Lease, whether such damages accrue before or after summary proceedings or other reentry by Landlord, and (iii) Landlord or any Superior Mortgagee shall hold the remainder of such sum paid to it by the Bank or Tenant, if any, for Landlord’s benefit, as security for the faithful performance and observance by Tenant of the terms, covenants, and conditions of this Lease on [Page One]Tenant’s part to be observed and performed, with the same rights as hereinabove set forth to apply or retain the same in the event of any further default by Tenant under this Lease. If Landlord applies or retains any part of the proceeds of the Letter of Credit, Tenant shall, within five (5) business days after demand from Landlord, restore the Letter of Credit to its original amount and deliver it to Landlord or its designee the so that Landlord or its designee shall have the full Letter of Credit on hand at all times during the Term of this Lease (and any extension). Tenant’s failure to do so within ten (10) days of receipt of such demand shall constitute a breach of this Lease. The Security Deposit will In the event of a transfer, sale or lease of Landlord’s interest in the Building, Landlord shall transfer or cause to be returned transferred either the cash or Letter of Credit or any sums collected thereunder by Landlord, together with any other sums then held by Landlord or its designee as such security, to Tenant without interest upon the expiration transferee, vendee or lessee; Tenant, at its sole cost, shall arrange for the transfer of the Term Letter of Credit, and Landlord thereupon shall be released by Tenant from all liability under this Paragraph. Tenant agrees to look solely to the new landlord for the return of the Leasecash or Letter of Credit or any sums collected thereunder and any other security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Letter of Credit or any sums collected thereunder and any other security to a new landlord. Tenant further covenants that it shall not assign or encumber, or attempt to assign or encumber, any part of such security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. Landlord shall not be required to exhaust its remedies against Tenant before having recourse to the Letter of Credit or such cash security held by Landlord. Recourse by Landlord to the Letter of Credit or such security shall not affect any remedies of Landlord which are provided that ▇▇▇▇▇▇ has paid all amounts due under in this Lease and has otherwise performed all obligations hereunderor which are available to Landlord in law or equity. In the event that Tenant defaults under any provision shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, and the Letter of Credit except as same may have been applied by Landlord in accordance with this Lease, shall be returned to Tenant promptly after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.
Appears in 1 contract
Security Deposit. Upon execution 1. Tenant Responsibilities—Tenant agrees to pay a Security Deposit prior to occupancy. The PHA may provide for gradual accumulation of this Leasethe security deposit paid by a resident on a case-by-case basis, Tenant shall not to exceed four (4) months. If payments are approved, the PHA requires a minimum of 25% of the security deposit with Landlord the to be paid prior to move-in. The dollar amount of the Security Deposit specified on [Page One], is located in Part II of this Lease.
2. PHA Responsibilities—After Tenant vacates the dwelling unit and the premises have been inspected by the PHA, the Security Deposit shall be refunded to Tenant, less any charges for:
a) Unpaid rent and other charges;
b) Payment of court costs, expenses, and attorney fees incurred in enforcing this Lease or in recovering possession of the dwelling unit unless the Tenant prevails in such legal action;
c) Cost of non-routine cleaning or repair of the dwelling unit or its equipment;
d) Cost of rekeying if keys are not returned to the Management Office;
e) Prorated rent if required written notice of intent to vacate is not provided. The Security Deposit will may not be returned used to pay rent or other charges while Tenant without interest upon occupies the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderdwelling unit. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part No refund of the Security Deposit will be made until Tenant has vacated the dwelling unit and the PHA has inspected the unit. The return of a Security Deposit, less any amounts owed, shall occur within thirty (30) days after the Tenant has vacated. PHA agrees to amounts owed by Tenant. In the event Landlord elects to apply return the Security Deposit as provided Deposit, if any, to Tenant when he/she vacates, less any deductions for any costs indicated above, so long as Tenant shall promptly restore furnishes PHA with a forwarding address and seven (7) days’ notice of intent to vacate (written notice not applicable to death during tenancy). If any deductions are made, PHA will furnish Tenant with a written statement of any such deductions from the Security Deposit. If no forwarding address is provided, the PHA will mail any refund of Security Deposit to the original amountlast known address. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, Tenant understands and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject his/her responsibility to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord provide PHA with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultvalid forwarding address.
Appears in 1 contract
Security Deposit. Upon execution As security for the faithful performance by Subtenant of all of its obligations under this LeaseSublease and for the payment of any damages to which Sublandlord may be entitled in the event of a default by Subtenant under this Sublease, Tenant shall Subtenant will deposit with Landlord the amount of Sublandlord the Security Deposit specified on [Page One], of this Lease. stated in Section 1J. The Security Deposit will shall not be deemed to be held in trust by Sublandlord and Sublandlord may commingle the Security Deposit with other funds of Sublandlord and shall hold the Security Deposit without liability for interest and as security for the performance by Subtenant of Subtenant’s covenants and obligations under the Sublease, it being expressly understood that, except as provided above in Section 1, such deposit shall not be considered an advance payment of Rent or a measure of Sublandlord’s damages in case of an event of default by Subtenant The Security Deposit shall be returned to Tenant Subtenant by Sublandlord without interest upon interest, within thirty (30) days after the expiration of the Term of the LeaseSublease Term, or renewal thereof, if applicable, provided that ▇▇▇▇▇▇ Subtenant has paid fully and faithfully carried out all amounts due of the terms, covenants and conditions under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this LeaseSublease. If Tenant Subtenant defaults with respect to any provision of this Lease beyond applicable notice and cure periodsSublease, including including, but not limited to to, the provisions relating to the payment of the Rent, Landlord may draw upon Sublandlord shall have the right, but shall not be required to, at any time during the Sublease Term to use, apply or retain all or any part of Tenant’s Letter the Security Deposit: (i) for the payment of Credit. If any portion of the Rent or any other sum in default; and/or (ii) for the payment of any other amount which Sublandlord may spend or become obligated to spend by reason of Subtenant’s default, and/or (iii) to cure any default of Subtenant, and if Sublandlord does so, Subtenant shall, within thirty (30) days of written demand, deposit with Sublandlord an additional sum to make the sum equal to the original Security Deposit is amount, so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which that Sublandlord shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore have the full Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish available throughout the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultSublease Term.
Appears in 1 contract
Security Deposit. Upon Tenant has deposited or shall deposit concurrently with Tenant's execution of this Lease, Tenant shall deposit with Landlord the amount set forth in Article 1 as the "Security Deposit" as security for the performance by Tenant of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision terms of this Lease beyond applicable notice to be performed by Tenant, and cure periodsnot as prepayment of rent. Tenant hereby grants to Landlord a security interest in the Security Deposit, including but not limited to the provisions relating to the payment of Rent, replenishments thereof. Landlord may draw upon all apply such portion or any part of Tenant’s Letter of Credit. If any portion portions of the Security Deposit as are reasonably necessary for the following purposes:
(i) to remedy any default by Tenant in the payment of Base Monthly Rent or Additional Rent or a late charge or interest on defaulted rent, or any other monetary payment obligation of Tenant under this Lease; (ii) to repair damage to the Leased Premises, the Building or the Outside Areas caused or permitted to occur by Tenant; (iii) to clean and restore and repair the Leased Premises, the Building or the Outside Areas following their surrender to Landlord if not surrendered in the condition required pursuant to the provisions of Article 2, and (iv) to remedy any other default of Tenant to the extent permitted by Law including, without limitation, paying in full on Tenant's behalf any sums claimed by materialmen or contractors of Tenant to be owing to them by Tenant for work done or improvements made at Tenant's request to the Leased Premises. In this regard, Tenant hereby waives any restriction on the uses to which the Security Deposit may be applied as contained in Section 1950.7(c) of the California Civil Code and/or any successor statute. In the event the Security Deposit or any portion thereof is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory pay to Landlord, issued by a bank reasonably acceptable to Landlordpromptly upon demand, in an amount in cash sufficient to restore the Security Deposit to its required amount pursuant the full original sum. If Tenant fails to this Section 8. Tenant’s failure to replenish promptly restore the Security Deposit shall constitute a failure to pay Additional Rent and if Tenant shall have ten paid to Landlord any sums as "Last Month's Prepaid Rent," Landlord may, in addition to any other remedy Landlord may have under this Lease, reduce the amount of Tenant's Last Month's Prepaid Rent by transferring all or portions of such Last Month's Prepaid Rent to Tenant's Security Deposit until such Security Deposit is restored to the amount set forth in Article 1. Landlord shall not be deemed a trustee of the Security Deposit. Landlord may use the Security Deposit in Landlord's ordinary business and shall not be required to segregate it from Landlord's general accounts. Tenant shall not be entitled to any interest on the Security Deposit. If Landlord transfers the Building or the Property during the Lease Term, Landlord may pay the Security Deposit to any subsequent owner in conformity with the provisions of Section 1950.7 of the California Civil Code and/or any successor statute, in which event the transferring landlord shall be released from all liability for the return of the Security Deposit. Tenant specifically grants to Landlord (10and Tenant hereby waives the provisions of California Civil Code Section 1950.7 to the contrary) a period of sixty days from following a surrender of the date of notice Leased Premises by Tenant to cure such defaultLandlord within which to inspect the Leased Premises, make required restorations and repairs, receive and verify workmen's bill▇▇▇▇ ▇▇▇refor, and prepare a final accounting with respect to the Security Deposit. In no event shall the Security Deposit or any portion thereof, be considered prepaid rent.
Appears in 1 contract
Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security DepositDeposit as contemplated under this Sublease Agreement, Tenant may deliver Sublessee reserves the Security Deposit in right to deliver, subsequent to the form full execution of this Sublease Agreement, an unconditional, clean, irrevocable standby and transferrable letter of creditcredit (such letter of credit or any extension or replacement thereof, in a form acceptable being hereinafter referred to Landlord, and issued by a bank reasonably acceptable to Landlord (as the “Letter of Credit”) to Sublessor, in the amount equal to the Security Deposit (as securitydefined above) as security for the full and faithful performance and observation by Sublessee of all covenants, provided agreements, warranties, conditions, terms and provisions of this Sublease Agreement to be performed, fulfilled, or observed by Sublessee, and to make good to the Sublessor any damage which it may sustain by reason of any act or omission of the Sublessee. In particular, the Letter of Credit shall be delivered provide for the following:
a) Sublessor shall have the right, without prejudice to Landlord with executed copies any other remedy, to draw upon the Letter of Credit to pay Sublessor’s damages arising from, or to cure, any default of Sublessee after the expiration of any applicable notice and cure periods as set forth in this LeaseSublease. The Letter of Credit shall be, among other things: (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, unconditional and transferrable; and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord conditioned for payment and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw honored solely upon all or any part presentation of the Letter of Credit and Tenant Sublessor’s written statement that it is entitled to draw thereon pursuant to the terms of the Sublease Agreement, or as a sight draft by facsimile or electronic mail presentation if presentment cannot be made to the issuing bank in New York City. The Letter of Credit shall be fully transferable by the Sublessor and its successors and assigns without charge to the Sublessor, and shall permit multiple drawings. The Letter of Credit shall be issued for the account of the Sublessor by a commercial bank or trust company reasonably satisfactory to Sublessor, having banking offices at which the Letter of Credit may be drawn upon in the City of New York, borough of Manhattan. The Letter of Credit shall expire not earlier than twelve (12) months after its date of delivery to Landlord, and shall be automatically renewable, without amendment, for successive twelve (12) month periods (the last of which shall be for such period through the date which is not earlier than sixty (60) days after the Sublease Expiration Date). The Letter of Credit shall provide Landlord with an additional irrevocable stand-that the issuing bank shall give the Sublessor at least sixty (60) days prior written notice (by letter means of credit as provided belowreceipted delivery) if the Letter of Credit is not being renewed. Any and all fees or costs charged If the Sublessee fails to deliver a replacement Letter of Credit to the Sublessor at least thirty (30) days prior the expiration date of the prior Letter of Credit, the Sublessor shall have the right to draw the full amount of the Letter of Credit by sight draft on the issuer in connection with issuing bank. If the Sublessor presents the Letter of Credit for payment, the amount of the Letter of Credit shall become the “Security Deposit” under this Sublease Agreement and shall be paid held, applied and returned by ▇▇▇▇▇▇the Sublessor in accordance with the terms provided for the holding, application and return of the Security Deposit as set forth in subparagraph b) below. The irrevocable stand-by In the event that Sublessee is entitled to a reduction in the amount of the Security Deposit pursuant to this Sublease Agreement (as provided in subparagraph c) below), Sublessor agrees, at no cost to Sublessor, to reasonably cooperate with the Sublessee in exchanging the Letter of Credit with a replacement Letter of Credit in the reduced amount, and which otherwise complies with the requirements of this subparagraph a). Likewise, Sublessee hereby agrees to cooperate at its sole cost and expense, with Sublessor to promptly execute and deliver to Sublessor any and all modifications, amendments, and replacements of the Letter of Credit, as Sublessor may reasonably request to carry out the terms and conditions of this Sublease Agreement and this Paragraph.
b) If the Letter of Credit is presented for payment, any unapplied portion shall remain effective through constitute the date Security Deposit hereunder, and may be commingled with Sublessor’s other funds in Sublessor’s discretion. In the event that is sixty (60) days following Master Landlord exercises its right of recapture during the expiration date this LeaseTerm, the Sublessor shall have the right to pay or transfer the Security Deposit to the Master Landlord, and in such event, the Sublessor shall be released from all responsibility and liability in connection therewith, and the Sublessee will look solely to the Master Landlord for its return. If Tenant defaults the Security Deposit is deposited with a bank or trust company, savings bank or savings and loan association, the Sublessor shall advise the Sublessee the name and address thereof. The Sublessee shall not be entitled to the payment of any interest earned on the Security Deposit. If the Sublessee shall at any time be in default with respect to any provision payment of this Lease beyond applicable notice and Base Rent or Additional Rent or of any other payment due from the Sublessee to the Sublessor under the Sublease Agreement, or if the Sublessor shall be damaged by any act or omission of the Sublessee the Sublessor may, at its option, apply such portion of the Security Deposit as may be adequate to cure periodssuch default or to make good such damage, including including, but not limited by way of limitation, interest, costs, fees and other expenses, paid or incurred by the Sublessor, and thereafter such portion so applied shall be free from any claim for return by the Sublessee. If the Sublessor shall re-enter, pursuant to the provisions relating of the Sublease Agreement, (other than in an event of insolvency in which event alternative portions of the Sublease Agreement would apply) and shall re-sublet the Premises for its own account, the entire Security Deposit shall immediately be and become the property of Sublessor, as fixed, liquidated and agreed damages, and not as a penalty, it being impossible in such event to ascertain the exact amount of the damage which the Sublessor may sustain in such event, but unless the Sublessor shall so re-let the Premises for its own account, the Sublessor shall continue to hold the Security Deposit as security for the performance of the Sublessee’s obligations, until the Sublease Expiration Date, and apply the Security Deposit, or portion thereof, from time to time to the payment unpaid obligations of Rent, Landlord may draw upon all the Sublessee under the same terms and conditions as if the Sublease Agreement were still in full force and effect. No termination of this Sublease Agreement or any part re-entry by Sublessor for default of Tenant’s Letter the Sublessee shall entitle the Sublessee to the return of Credit. If any portion of the Security Deposit is so usedDeposit, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter nor shall the retention of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit Deposit, after such re-entry, impair or otherwise affect the Sublessee’s liability to its required amount pursuant to this Section 8the Sublessor during the balance of the Term. Tenant’s failure to replenish If at any time the Security Deposit shall constitute a failure be diminished by reason of the Sublessor having applied any part thereof in accordance with the provisions of this Paragraph, the Sublessee shall pay over to pay Additional Rent the Sublessor upon demand, the equivalent of such decrease, to be added to the Security Deposit and Tenant to be held and applied in accordance with the provisions of this Paragraph.
c) As set forth in this Sublease Agreement, and provided that there have been no defaults or violations under the Sublease Agreement during the first year of the Sublease Agreement, then on and after the day of the first anniversary of this Sublease Agreement, Sublessee shall have ten (10) days from be permitted to reduce the date Letter of notice Credit amount to cure such default$273,227.50.
Appears in 1 contract
Sources: Sublease Agreement (Criteo S.A.)
Security Deposit. Upon Together with Tenant’s execution of this Lease, Tenant shall deposit with deliver to Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered issued by a commercial bank acceptable to Landlord with executed copies of this Lease. The offices for banking purposes in Boston, Massachusetts (the “Issuing Bank”), which Letter of Credit shall (i) be unconditionalname Landlord as beneficiary thereof, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain have a term of not less than one (1) year, (iii) be in the amount of $750,000.00 and (iv) otherwise be in form and content satisfactory to Landlord in its sole discretion. The Letter of Credit shall provide that: (a) Landlord may draw (on one or more occasions) an “evergreen” provision which provides amount up to the face amount of the Letter of Credit upon presentation of only a demand for payment in the amount to be drawn, together with a certification of Landlord that it is automatically renewed entitled to draw on an annual basis (subject the Letter of Credit pursuant to the permitted provisions of this Lease; (b) the Letter of Credit shall be deemed to be automatically renewed, without amendment, for consecutive periods of one year each, and shall have a final expiration date of termination set forth below) unless the issuer delivers not earlier than thirty (30) days’ prior days after the expiration date of this Lease, unless the Issuing Bank sends written notice (hereinafter called the “Non-Renewal Notice”) to Landlord, both by Federal Express or similar courier acceptable to Landlord, and by certified or registered mail, return receipt requested, not less than thirty (30) days next preceding the then expiration date of cancellation the Letter of Credit, that it elects not to Landlord have such Letter of Credit renewed; and Tenant. Without limiting (c) Landlord, after receipt of the Non-Renewal Notice, within thirty (30) days prior to the expiration date of any Letter of Credit then held by Landlord’s rights or remedies hereunder, if shall have the bank issuing right, exercisable by a demand for payment draft only, to draw upon the Letter of Credit provides and receive the proceeds thereof. In the event of any default by Tenant in the performance or observance of any of the terms and agreements in this Lease contained on the part of Tenant to be performed or observed (provided that the delivery of a default notice to Tenant shall not be required for purposes of this Article XI and to draw on the Letter of Credit if Landlord with is prohibited from delivering the same under applicable law, including, without limitation, all applicable bankruptcy or insolvency laws), or Tenant files a cancellation noticevoluntary petition under any Federal or state bankruptcy or insolvency code, law or proceeding, or any obligations of Tenant remain unperformed or unsatisfied as of the expiration or earlier termination of this Lease, including, without limitation, the payment of any rent, Landlord may immediately draw upon all upon, use, apply or retain the whole or any part of the Letter of Credit to the extent required for the payment of any rent or for any sum which Landlord may expend or may be required to expend by reason of the foregoing, including, without limitation, any damages or deficiency in the re-letting of the Demised Premises, whether accruing before or after summary proceedings or other re-entry by Landlord. In the case of every such draw down, use, application or retention, Tenant shall, on demand, increase the available balance of the Letter of Credit by the amount so drawn, used, applied or retained to its former amount, and Tenant’s failure to do so shall be a default of this Lease. The application of the Letter of Credit hereunder shall not be deemed a limitation on Landlord’s damages or a payment of liquidated damages or a payment of the monthly rent due for the last month of the term of this Lease. In the event of a transfer of the Demised Premises or Landlord’s interest therein, Landlord shall have the right, without cost or expense to Landlord, to transfer the Letter of Credit to the vendee or lessee, and provided that Tenant shall provide be notified of the name and address of the successor to Landlord, shall thereupon be released by Tenant from all liability for the return of such Letter of Credit, and such successor to Landlord shall be liable for return of the same. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Letter of Credit to a new landlord. Tenant shall execute such documents as may be reasonably necessary to accomplish such transfer or assignment of the Letter of Credit and shall pay any transfer fees of the Issuing Bank. Tenant covenants that it will not assign or encumber, or attempt to assign or encumber, the Letter of Credit or any proceeds thereof, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. If the Landlord determines, in its sole discretion, that the financial condition of the Issuing Bank has so declined as to cause concern that the Issuing Bank may not honor a draw on its Letter of Credit, Tenant shall promptly, and in any event, within ten (10) business days of Landlord’s written demand therefor, obtain a replacement Letter of Credit complying with the terms hereof from another commercial bank acceptable to Landlord with offices for banking purposes in Boston, Massachusetts. Notwithstanding the foregoing, so long as no Event of Default then exists and an additional irrevocable stand-by letter Event of credit as provided Default with respect to a monetary obligation of Tenant has not previously occurred, upon the written request of Tenant at any time on or after the applicable Date of Reduction of Letter of Credit set forth in the table below. Any and all fees or costs charged by the issuer in connection with , the Letter of Credit shall be paid reduced by ▇▇▇▇▇▇. The irrevocable stand-by the Amount of Reduction to Letter of Credit shall remain effective through applicable to such date to the Remaining Amount of Letter of Credit applicable to such date that is sixty as follows: Date of Reduction of Letter of Credit Amount of Reduction to Letter of Credit Remaining Amount of Letter of Credit The last day of the Forty- Eighth (6048th) days full calendar month following the expiration date this Lease. If Rent Commencement Date $375,000.00 $375,000.00 The last day of the Seventy-Second (72nd) full calendar month following the Rent Commencement Date $125,000.00 $250,000.00 Landlord and Tenant defaults with respect to any provision hereby acknowledge and agree that the reductions of this Lease beyond applicable notice and cure periods, including but not limited the Letter of Credit set forth above may be implemented by either an amendment to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s original Letter of Credit. If any portion Credit or by substitution of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by a reduced letter of credit, which shall be in form and substance satisfactory to Landlordprovided however, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant Landlord shall have ten no obligation to return the Letter of Credit then held by Landlord until such time as Tenant has delivered the Reduced Letter of Credit meeting the criteria set forth in the first paragraph of this Article XI (10) days from other than the date of notice to cure such defaultamount).
Appears in 1 contract
Security Deposit. Upon execution of this Lease, (a) Tenant shall deposit with Landlord on the Commencement Date security for the performance of all of Tenant's obligations hereunder (the "Security Deposit") in an amount equal to 6 monthly payments of Base Rent (the "Original Security Amount"). Upon either party's request, the other party shall execute and deliver a written acknowledgment of the Original Security Amount, when the same has been established, and shall attach the acknowledgment to this Lease as Exhibit G; provided, however, either party's failure to execute and --------- -------- ------- deliver such acknowledgment shall not affect the other party's rights hereunder. At least one-sixth of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will shall be returned in cash and up to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part five- sixths of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit be in the form of an unconditional, clean, unconditional and irrevocable standby letter of credit, in credit (a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “"Letter of Credit”) as security"); provided, provided however, that the -------- ------- entire Security Deposit may be in the form of a Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to at any time after Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain completes an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part initial public offering of Tenant’s Letter of Credit's capital shares. If any Landlord shall hold the cash portion of the Security Deposit is so usedin an interest bearing account (which may contain Landlord's own funds), applied, or retained, Tenant will within ten with any interest accruing on such cash portion being for Tenant's benefit Any Letter of Credit that constitutes a portion of the Security Deposit: (10i) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued in Landlord's sole and absolute discretion; (ii) shall name Landlord as sole beneficiary; (iii) shall not refer to this Lease, the Project, or the Premises or any circumstances, factors, or rights that might be related thereto, but shall expressly allow Landlord to draw upon the Letter of Credit in any amount, and at any time and from time to time, simply by delivering to the issuer a bank reasonably acceptable clean sight draft on the Letter of Credit, without any other demand, statement, or other representation regarding Landlord's rights under this Lease or with respect to the Letter of Credit; (iv) shall be drawable on an FDIC-insured financial institution satisfactory to Landlord, in Landlord's reasonable discretion, with any draws to be payable from such financial institution's own immediately available funds; (v) shall be drawable at the branch or office of the issuer that Landlord may choose, in Landlord's sole and absolute discretion; and (vi) shall expressly allow Landlord to draw the full amount of the Letter of Credit if Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration date of such Letter of Credit.
(b) If, at any time during the Term or any Term Extension, Tenant satisfies both the "Net Worth Test" (as defined below) and the "Profitability Test" (as defined below) (each, a "Reduction Requirement" and collectively, the "Reduction Requirements"), then the Original Security Amount shall be reduced to an amount sufficient equal to restore 3 monthly payments of Base Rent (the "Reduced Security Amount"). For purposes of this provision, the "Net Worth Test" shall be deemed satisfied at any time that: (i) Tenant's stock is listed on either the New York Stock Exchange or the NASDAQ stock market, and (ii) Tenant has maintained a net --- worth of at least $100,000,000.00, using a market capitalization analysis based on the daily closing trading price of Tenant's common stock, for the immediately preceding consecutive 90 business days. For purposes of this provision, the "Profitability Test" shall be deemed satisfied at any time that: (x) Tenant's net revenues after taxes for the immediately preceding fiscal year exceed $1,000,000.00, and (y) the aggregate amount of Tenant's "Liquid Assets" (as --- defined below), as certified by a nationally recognized, independent public accounting firm or as demonstrated in annual audited financial statements, equals or exceeds Tenant's anticipated expenses for the shorter of (1) 30 months and (2) the remainder of the Term. For purposes of the Profitability Test, (A) "Liquid Assets" shall mean all cash, cash equivalents, liquid short term investments, and short term accounts receivables from unrelated third parties, and (B) the phrase "remainder of the Term" shall include any period for which Tenant has an "Extension Right" (as defined in Section 41(a) below), regardless of whether any such Extension ------------- Right has been exercised, unless such Extension Right has been waived or otherwise is no longer exercisable (provided, however, that under no -------- ------- circumstances shall the "remainder of the Term" be fewer than 12 months, unless there are fewer than 3 months actually remaining in the Term and any Term Extension that may be available to Tenant, in which case the "remainder of the Term" shall be deemed to be 6 months). Within 60 days after Tenant provides Landlord with written evidence reasonably satisfactory to Landlord demonstrating that Tenant then satisfies both of the Reduction Requirements, Landlord shall pay to Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder) any balance of the Security Deposit then held by Landlord (including accrued interest, if any), less an amount equal to its the Reduced Security Amount (provided, however, that if any portion of the Security -------- ------- Deposit is then in the form of a Letter of Credit, Landlord will return such Letter of Credit to Tenant upon Tenant's delivery to Landlord of cash (if then required hereunder) plus a substitute Letter of Credit complying with all of the requirements hereof in an aggregate amount pursuant equal to the Reduced Security Amount). The Reduced Security Amount shall be deemed to be the amount of the "Security Deposit" for all purposes related to this Section 8Lease from and after the date that Landlord returns to Tenant any portion of the Original Security Amount in accordance with this provision. Tenant’s failure to replenish Notwithstanding the foregoing, the Security Deposit shall constitute be increased to the Original Security Amount if there is a failure Default or if Tenant fails to pay Additional Rent and continue to satisfy both of the Reduction Requirements. Landlord shall have the right (not to be exercised more than twice each calendar year) to request written evidence from Tenant demonstrating that Tenant continues to meet both of the Reduction Requirements. Tenant shall have ten pay to Landlord the amount of the difference between the Reduced Security Amount and the Original Security Amount within 15 days after Landlord gives Tenant written demand to do so (10provided, however, that if any portion of the Reduced Security -------- ------- Amount is then in the form of a Letter of Credit, Landlord will return such Letter of Credit to Tenant upon Tenant's delivery to Landlord of cash (if then required hereunder) days plus a substitute Letter of Credit complying with all of the requirements hereof in an aggregate amount equal to the Original Security Amount). The Original Security Amount shall be deemed to be the amount of the "Security Deposit" for all purposes related to this Lease from and after the date of notice that Landlord gives Tenant written demand to cure such defaultincrease the Reduced Security Amount in accordance with this provision.
Appears in 1 contract
Security Deposit. Upon execution Section 30.1 At any time or from time to time after the occurrence of a transfer of this LeaseLease to a Permitted Transferee in accordance with the terms of Section 14.2(a) hereof, (i) Tenant, within the ten (10) Business Day period prior to each anniversary of the effective date of such transfer (each, a “Date of Determination”), shall deliver to Landlord such financial data or information with respect to such successor entity as Landlord may reasonably request and (ii) if such successor entity does not meet the Net Worth/Net Income Test on such Date of Determination (or on the date of such transfer, as applicable), Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable furnish to Landlord, at Tenant’s sole cost and issued by expense, a bank reasonably acceptable to Landlord clean, irrevocable, unconditional and evergreen letter of credit (the “Letter of Credit”) as security, provided the Letter drawn in favor of Credit Landlord on such bank which Landlord shall be delivered have reasonably approved in writing and substantially in a form reasonably satisfactory to Landlord with executed copies of this LeaseLandlord. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable have a face amount equal to Tenant upon presentment of original an amount equal to the issuer in person annualized Fixed Rent and Additional Rent which is then payable hereunder (the “Security Deposit”) and shall be assignable, upon request, to any Superior Lessor, Mortgagee or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides successor to Landlord at no additional charge. Such Letter of Credit shall provide that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thereof shall notify Landlord at least thirty (30) days’ days prior written notice to the expiration thereof in the event that such Letter of cancellation Credit will not be renewed for a term of at least one (1) year. If Landlord notifies Tenant that Landlord has been notified that such Letter of Credit will not be renewed (or has terminated), then Tenant shall, within five (5) Business Days after receipt of such notice, deliver to Landlord and Tenant. Without limiting any a replacement letter of Landlord’s rights or remedies hereundercredit (a “Replacement Letter”), if the bank issuing such that the Letter of Credit provides Landlord with or a cancellation notice, Landlord may immediately draw upon all or any part of the Replacement Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter in effect at all times after a Date of Credit shall remain effective through Determination (or the date that of such transfer, as applicable) on which such successor entity shall not meet the Net Worth/Net Income Test until the date which is sixty (60) days following beyond the expiration earlier to occur of (x) the Expiration Date (or thereafter so long as Tenant is in occupancy of any part of the Premises) or (y) the date on which such successor to Tenant shall meet the Net Worth/Net Income Test; it being agreed, however, that if such successor entity shall once again fail to meet the Net Worth/Net Income Test on any Date of Determination, Tenant shall be obligated to furnish Landlord with a new Letter of Credit in accordance with the terms of this LeaseSection 30.1. Any Replacement Letter shall be in a face amount at least equal to the Security Deposit then required hereunder. Any failure by Tenant to deliver such Replacement Letter within such five (5) Business Day period after written notice from Landlord in respect thereof shall entitle Landlord to draw down on the Letter of Credit as provided herein. The Letter of Credit and any Replacement Letter are herein sometimes referred to simply as a “Letter”. If Tenant defaults with respect fails to any provision of deliver to Landlord a Replacement Letter within the time limits set forth in this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of RentSection 30.1, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion down the full amount of the Security Deposit is so usedexisting Letter without notice or demand and retain the proceeds thereof as substitute security, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide subject to Landlord an additional irrevocable, stand-by letter the provisions of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default30.2 below.
Appears in 1 contract
Security Deposit. Upon execution the release of this LeaseLease from escrow, Tenant shall deliver to Landlord a security deposit with Landlord in the amount shown as “Security Deposit” in Article 1.
1. Except as provided for in this Section 4.1, Landlord shall hold the same throughout the Lease Term as security for the performance by Tenant of all obligations on the Security Deposit specified on [Page One], part of this LeaseTenant hereunder. The Security Deposit will be returned is not an advance payment of Rent or a measure or limit of Landlord’s damages upon an Event of Default (defined in Article 10.1). Tenant’s obligation to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver provide the Security Deposit in accordance with this Article 4 shall be satisfied by Tenant delivering to Landlord an Irrevocable Standby Letter of Credit (the “Original Letter of Credit”) which shall be (1) in the CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and attached hereto as Exhibit C; (2) issued by a bank reasonably acceptable to Landlord upon which presentation may be made in Massachusetts or by facsimile; (3) in the amount of the Security Deposit; and (4) for a term of one (1) year, subject to the following provisions of this Section. The Original Letter of Credit and any Substitute Letter(s) of Credit and Additional Letter(s) of Credit (as such terms are defined hereinbelow) are referred to herein collectively and respectively as the “Letter of Credit”) as security, provided the .” The Letter of Credit shall be delivered automatically renewable in accordance with terms of Exhibit C so as to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is expire no earlier than sixty (60) days following the Lease expiration date; provided, however, that Tenant shall be required to deliver to Landlord a new letter of credit satisfying the conditions set forth in this Section (the “Substitute Letter of Credit”) on or before the date thirty (30) days prior to the expiration of the term of the Letter of Credit then in effect if the issuer of such Letter of Credit gives notice of its election not to renew such Letter of Credit for any additional period pursuant thereto. If Landlord conveys Landlord’s interest under this Lease. If Tenant defaults with respect to any provision , the Letter of this Lease beyond applicable notice and cure periodsCredit, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenantthereof not previously applied, shall be turned over by Landlord to Landlord’s Letter of Credit. If any portion grantee, and, if so turned over, Tenant agrees to look solely to such grantee for proper application of the Security Deposit in accordance with the terms of this Section 4.1 and the return thereof in accordance herewith. Landlord’s Mortgagee shall not be responsible to Tenant for the return or application of any such Letter of Credit, whether or not it succeeds to the position of Landlord hereunder, unless such Letter of Credit shall have been received in hand by such Mortgagee. Landlord shall pay any and all fees that may be charged by the Letter of Credit issuer in order to transfer the Letter of Credit from the undersigned Landlord to a subsequent Landlord. In the event that Tenant is so usedin default, appliedbeyond the expiration of any applicable grace periods, of its obligations under this Lease, then the Landlord shall have the right, at any time after such event to (1) draw down from said Letter of Credit the amount necessary to cure such default; or retained(2) if such default cannot reasonably be cured by the expenditure of money, to exercise all rights and remedies Landlord may have on account of such default and to draw down from said Letter of Credit the amount which, in Landlord’s reasonable opinion, is necessary to satisfy Tenant’s liability on account thereof. In the event of any such draw by the Landlord, Tenant will shall, within ten fifteen (1015) business days after of written demand from Landlordtherefor, provide deliver to Landlord an additional irrevocableLetter of Credit satisfying the foregoing conditions (the “Additional Letter of Credit”), stand-by letter except that the amount of credit, which such Additional Letter of Credit shall be the amount of such draw. Failure by Tenant to timely deliver to Landlord such Additional Letter of Credit shall be a default not susceptible of cure, entitling Landlord to exercise any and all remedies hereunder on account thereof. In the event Tenant fails timely to deliver to Landlord a Substitute Letter of Credit then Landlord shall have the right, at any time after such event, without giving any further notice to Tenant, to draw down the Letter of Credit and to hold the proceeds thereof (the “Security Proceeds”) in form accordance with this Section. If Landlord draws down the Letter of Credit pursuant to this Section, then: CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
(1) Such draw and substance satisfactory Landlord’s right to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore hold the Security Deposit to its required amount Proceeds pursuant to this Section 8. shall be Landlord’s sole remedy based on Tenant’s failure to replenish timely deliver a Substitute Letter of Credit as required hereunder; and
(2) Upon the expiration or prior termination of the Lease Term, Landlord shall return to Tenant any Security Deposit Proceeds then being held by Landlord, to the extent that any such Security Proceeds exceed the amounts then due from Tenant to Landlord. To the extent that Landlord has not previously drawn upon any Letter of Credit or Security Proceeds (collectively, the “Collateral”) held by Landlord, Landlord shall constitute a failure return such Collateral to pay Additional Rent and Tenant shall have ten within thirty (103) days from after the date expiration of notice to cure such defaultthe Lease Term.
Appears in 1 contract
Security Deposit. Upon execution of this Lease, 31.01 Tenant shall deposit has deposited with Landlord the amount sum of $35,824.75 as security (the “Security”) for the performance by Tenant of the Security Deposit specified on [Page One], terms of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease after notice and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, . Landlord may apply all, or use any part of the Security Deposit to amounts owed satisfy any default of Tenant and any expenses arising from such default, including but not limited to legal fees and any damages or rent deficiency before or after re-entry by Landlord. Tenant shall, upon demand, deposit with Landlord the full amount so used, and/or any amount not so deposited by Tenant, in order that Landlord shall have the full Security deposit on hand at all times during the term of this Lease. If Tenant shall comply fully with the terms of this Lease, the Security shall be returned to Tenant after the date fixed as the end of the Lease. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any of a sale or other conveyance lease of the BuildingBuilding containing the Premises, Landlord may transfer the Security Deposit (to the purchaser or any amount tenant, and Landlord shall thereupon be released from all liability for the return of the Security. This provision shall apply to every transfer or assignment of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees new Landlord. Tenant shall have no legal power to look solely at assign or encumber the successor/owner for repayment Security herein described.
31.02 Provided that on the last day of the same. Notwithstanding anything to 36th calendar month following the contrary in commencement of the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies Term of this Lease. The Letter of Credit shall , (i) be unconditionalTenant is not in default of any of the material terms, irrevocable, transferable, payable to Tenant upon presentment covenants and conditions of original to the issuer in person or by courier, in partial or full drawsthis Lease after notice, and (ii) contain an “evergreen” provision which provides that it is automatically renewed the tenant named on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision first page of this Lease beyond applicable notice occupies all of the Premises, and cure periods(iii) the amount of the security deposit which has been deposited by Tenant with Landlord pursuant to this Article of this Lease has not been drawn upon by Landlord or, including but not limited in the event it has so been drawn upon by Landlord, the security deposit has been replenished to its original amount by Tenant, then said security deposit shall be reduced by the sum of $17,912.37 (the “Security Reduction”). Tenant hereby authorizes Landlord to apply the Security Reduction to the provisions relating monthly installments of fixed annual rent due for the thirty-seventh (37th), thirty-eighth (38th) and the thirty-ninth (39th) months after the commencement of the term of this Lease, notwithstanding the foregoing however, Tenant shall be responsible for all rents and additional rents which may be due pursuant to the payment of Rent, Landlord may draw upon all or any part of TenantLease which are not satisfied by Landlord’s Letter of Credit. If any portion application of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which Reduction.
31.03 The security shall be in form and substance satisfactory to Landlord, issued maintained by a bank reasonably acceptable to Landlord, Landlord in an amount sufficient interest bearing account and Landlord shall remit to restore Tenant all interest earned at the Security Deposit time the security is returned to its required amount pursuant Tenant, minus a one (1%) percent administration fee to this Section 8. Tenant’s failure to replenish the Security Deposit which Landlord shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultbe entitled.
Appears in 1 contract
Sources: Lease Agreement (Xenomics Inc)
Security Deposit. Upon execution (a) Landlord hereby acknowledges receipt from Six ▇▇▇▇▇, LLC of this Lease, Tenant shall deposit with Landlord Tenant’s funds in the amount of Twenty Thousand Dollars ($20,000.00) (the “Security Deposit specified on [Page One]Deposit”), comprising a portion of this Leasethe $100,000.00 security deposit held by Six ▇▇▇▇▇, LLC from Tenant under the Lease dated September 9, 2013. The Security Deposit will be returned held by Landlord as the Security Deposit hereunder.
(b) Tenant shall have the option to deliver, in lieu of cash a Letter of Credit (as defined herein), in the amount of the Security Deposit, on or before the Deposit Date. The Security Deposit, whether delivered in the form of cash or a Letter of Credit shall serve as security for the full and faithful performance of Tenant’s obligations under this Lease. Tenant without interest agrees and acknowledges that any Security Deposit is not an advance rent deposit or advance payment of any kind, nor any measure of Landlord’s damages upon the default. Within thirty (30) days after expiration of the Term or earlier termination, the Security Deposit shall be returned to Tenant, reduced by those amounts that may be required by Landlord to remedy defaults (beyond any applicable notice and cure periods) on the part of Tenant in the Leasepayment of Rent, provided that ▇▇▇▇▇▇ has paid all amounts due to repair damages to the Premises caused by Tenant, to clean the Premises to the extent the Premises are not left in the condition required under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under for any provision of this Lease, and after the expiration of any applicable cure period, other cost or expense to which Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects be permitted to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amountunder this Lease and applicable law. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or If any amount of the Security Deposit remaining) is applied by Landlord to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord cure any default (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting beyond any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods) hereunder, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will then within ten (10) days after written demand notice from LandlordLandlord of such application (which shall include a description of the obligation that the Security Deposit was applied to satisfy), provide Tenant shall deliver to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount payment sufficient to restore the Security Deposit to its required the amount specified subsection (a), as reduced pursuant to this Section 8subsection (f), below.
(c) Tenant may elect to deliver an irrevocable, unconditional letter of credit, in form and substance reasonably satisfactory to Landlord and drawn on a bank reasonably satisfactory to Landlord in lieu of the cash Security Deposit hereunder (a “Letter of Credit”). Tenant’s failure to replenish Landlord confirms that Five Star Bank, a New York state chartered community bank, is a satisfactory issuing bank of the Letter of Credit, provided the Letter of Credit shall provide that it shall be drawable at a Five Star Bank branch location in Northern California. Any Letter of Credit shall be in the amount of the Security Deposit from time to time as may be reduced pursuant to subsection (f), below and shall constitute a failure have an expiration date no earlier than the expiration of the Term, or if the expiration date shall occur prior to pay Additional Rent and the expiration of the Term, such Letter of Credit shall be replaced as provided in subsection (d), below, prior to the expiration thereof.
(d) Tenant shall have provide a replacement Letter of Credit at least forty-five (45) days prior to the expiration date of any then effective Letter of Credit, which meets the requirements of this Lease. If Tenant fails to provide such replacement Letter of Credit, and such failure continues for ten (10) days after Tenant receives written notice from Landlord or any First Lender of such nonrenewal, Landlord may present, or cause to be presented, any Letter of Credit then held by Landlord for payment, and hold the cash proceeds thereof as security for the performance by Tenant of its obligations under this Lease, subject to the other terms and conditions of this Paragraph 3.
(e) Any portion of the Security Deposit not applied to cure a Tenant default (beyond any applicable notice and cure periods) hereunder, for the prepayment of Rent, or for any other purpose permitted under this Lease shall be paid over to Tenant (or if the Security Deposit is held in the form of a Letter of Credit, the original Letter of Credit shall be returned) within thirty (30) days after expiration of the Term or earlier termination hereof. Landlord shall hold the Security Deposit for the foregoing purposes; provided, however, that Landlord shall have no obligation to segregate the Security Deposit from its general funds or to pay interest thereon. Tenant hereby waives any and all rights it may have under Section 1950.7, of the Civil Code, or any successor thereto that are inconsistent with the provisions of this Lease. If Landlord conveys or transfers its interest in the Premises, and as a part of such conveyance or transfer, assigns its interest in this Lease, the Security Deposit, or any portion thereof not previously applied, shall be transferred to Landlord’s successor, and Landlord shall be released and discharged from any further liability to Tenant with respect to such Security Deposit.
(f) Notwithstanding the foregoing, the amount of the Security Deposit shall be reduced to Ten Thousand Dollars ($10,000.00), on and after the expiration of the twelfth (12th) full calendar month, so long as no event of default (beyond applicable notice and cure periods) by Tenant under this Lease then exists as of the date of notice the relevant reduction of the Security Deposit and the date any excess Security Deposit is to cure be returned hereunder. Such reduction may be accomplished by amendment of the Letter of Credit, provided the Letter of Credit otherwise complies with the provisions of this Lease. If the Security Deposit is held as cash, within ten (10) business days following the date of the relevant reduction of the Security Deposit, Landlord shall pay to Tenant any excess held by Landlord over the required amount of the Security Deposit, as so reduced. If Landlord does not timely pay Tenant such defaultexcess, Tenant shall have the right to credit such excess against future payments of Monthly Base Rent under this Lease, in addition to other remedies Tenant may have at law or in equity arising from Landlord’s failure to timely pay.
Appears in 1 contract
Sources: Lease (Marrone Bio Innovations Inc)
Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form occurrence of an unconditional, clean, irrevocable standby letter Event of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of RentDefault, Landlord may draw upon all or the letter of credit (but only to the extent required to cure the Event of Default) and apply the proceeds thereof to perform any part of Tenant’s Letter 's unperformed obligations under this Lease. Tenant hereby irrevocably appoints Landlord its true and lawful attorney-in-fact , such power of Credit. If attorney being coupled with an interest, with full power of substitution, to do any portion one of more of the Security Deposit is so usedfollowing in its sole discretion upon the occurrence of an Event of Default under this Lease: (1) demand, appliedcollect, receive, sue ▇▇r, compound and give acquittance for any and all amounts which may be or retainedbecome due or payable with respect to the letter of credit and all funds evidenced thereby, Tenant will within ten (102) days after written demand execute any and all withdrawal receipts or other orders for the payment of money drawn from Landlord, provide to Landlord an additional irrevocable, stand-by the letter of credit, (3) file any claim or institute any proceeding with respect to the letter of credit, and (4) take any other action which Landlord may deem necessary or appropriate to protect and preserve the right, title and interest of Landlord under this Lease. Provided no Event of Default has occurred hereunder, Tenant may reduce the amount of the letter of credit by 20-% of the original amount on each anniversary of the date of this Lease except that the letter of credit shall be in form and substance satisfactory to not fall below $115,000 during the term hereof. Notwithstanding the foregoing, if, during the Term, Tenant is granted an investment grade rating (which, for purposes hereof, shall mean a rating of BB or better) by Moo▇▇'▇ ▇▇vestors Service, Inc. or Standard & Poor's Ratings Services, a division of McGraw Hill, Inc., Landlord, issued upon written request from Tenant and provided no Event of Default shall then exist, shall return to Tenant any letter of credit held by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount Landlord pursuant to this Section 8Article and no letter of credit or other security deposit shall thereafter be required from Tenant pursuant to this Lease. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.41 41
Appears in 1 contract
Sources: Lease Agreement (Bisys Group Inc)
Security Deposit. Upon execution a. In accordance with the Annotated Code of this LeaseMaryland, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One]Real Property Article, of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts deposited with the Landlord/Agent the sum of Dollars ($ ), receipt of which is hereby acknowledged, which sum does not exceed two (2) months rent, which is to be held as collateral security and applied on any rent or unpaid utility bill that may remain due under and owing at the expiration of this Lease Lease, any extension thereof or holding over period, or applied to any damages to the premises in excess of ordinary wear and has otherwise performed all obligations hereunder. In tear caused by the event that Tenant defaults under Tenant, his family, guests, employees, trades people, or pets, or other damages and expenses suffered by Landlord as a result of a breach of any covenant or provision of this Lease. Tenant may not utilize the security deposit as rent and Tenant must not apply the same as the last month’s rent. The security deposit will be deposited in an escrow account in a federally insured banking or savings institution within the State of Maryland, and devoted exclusively to security deposits, within thirty (30) days after it has been received. The Landlord/ Agent must provide the Tenant, within forty-five (45) days after the expiration end of the tenancy, by first class mail directed to the last known address of the Tenant, a written list of any applicable cure period, Landlord may apply all, or any part damages to the premises together with a statement of costs actually incurred. Within forty-five (45) days after the end of the Security Deposit to amounts owed by Tenant. In tenancy, the event Landlord elects to apply Landlord/Agent must return the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit deposit to the original amount. Landlord may, at its discretion, commingle such funds Tenant together with its other funds, Upon any sale or other conveyance of simple interest which will accrue in the Building, Landlord may transfer the Security Deposit (or any amount of three percent (3%) per annum less any damages rightfully with held. Interest will accrue at six (6) month intervals from the Security Deposit remainingday Tenant deposits said collateral security with Landlord/Agent, provided the said security deposit is fifty dollars ($50.00) or more. The foregoing provisions do not apply to a successor/owner, and any Tenant who has abandoned the premises or who has been evicted unless such ▇▇▇▇▇▇ agrees to look solely at makes a written demand for the successor/owner for repayment return of the samesecurity deposit and provides the Landlord with his/her new address.
b. Tenant’s obligation under this Lease may not end when Tenant ceases to occupy the premises. Notwithstanding anything to Repairs required may be so substantial or of such a nature that work will not be completed within the contrary in forty-five (45) day period following the paragraph abovetermination of the tenancy. In such event, in lieu of a cash Security Deposit, Landlord must notify Tenant may deliver within the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlordgiven time frame, and issued by a bank reasonably acceptable reserves the right to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by pursue ▇▇▇▇▇▇. The irrevocable stand-▇ for reimbursement for costs incurred for damages.
c. In the event of a sale of the property upon which the premises are situated or the transfer or assignment by Letter the Landlord/ Agent of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease, the Landlord/Agent has the obligation to transfer the security deposit to the transferee. If After the transfer is made and after written notice of same is given to the Tenant defaults with the name and address of the transferee, Landlord/Agent is released from all liability for the return of the security deposit and the Tenant must look solely to the new Landlord/Agent for the return of his security deposit. It is agreed that the foregoing will apply to every transfer or assignment made of the security deposit to a new Landlord/Agent.
d. In the event of any rightful or permitted assignment of this Lease by the Tenant to any assignee or sub lessee, the security deposit is deemed to be held by the Landlord/Agent as a deposit made by the assignee or sub lessee and the Landlord/Agent will have no further liability with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited return to such security deposit to the provisions relating assignor.
e. The failure of the Landlord to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of comply with the Security Deposit is so usedLaw may result in the Landlord being liable to the Tenant for a penalty of up to three (3) times the security deposit withheld, applied, plus reasonable attorney’s fees.
f. The Landlord or retained, Landlord’s estate but not the managing agent or court appointed receiver shall remain liable to the Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-for the maintenance of the security deposit as required by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultlaw.
Appears in 1 contract
Sources: Single Family Dwelling Lease
Security Deposit. Upon execution signing this lease and before being allowed to take possession of this Leasethe premises, Tenant lessee shall deposit with Landlord lessor the amount of $ , to be held by lessor as security for the performance of this lease by lessee. The security deposit may be commingled with other funds of lessor and shall bear no interest. The security deposit is not a substitute for the last month's rent, and lessee agrees to make timely payment of the last month's rent. Lessee agrees that lessor's expense for carpet-cleaning performed at the end of the lease shall be deemed additional rent. Lessor shall be entitled to deduct from the security deposit: (a) All unpaid rent owed through the end of this lease, (b) any additional charges described in this lease as additional rent, and (c) expenses related to repairs, painting or cleaning necessary to restore the premises and furnishings to their condition as at the beginning of the lease, fair wear and tear excepted. Lessee agrees to be liable for all such charges which exceed the security deposit. Lessee agrees to follow any written move-out instructions provided by lessor. Lessor will give lessee reasonable written notice at lessee's last-known address, or in person, of the date and time when lessor will inspect the premises to determine the amount of the Security Deposit specified on [Page One]security deposit to be withheld, if any, and lessee will have the right to be present during inspection. Any statements or estimates made by lessor or lessor's representative during inspection are subject to correction or modification before final security deposit accounting. Pursuant to law, within 30 days after termination of this Leaselease, lessor will mail to lessee, at lessee's last-known address, a written itemized list of charges withheld from the security deposit, if any, together with the unexpended portion of the security deposit, if any. Lessee must provide a forwarding address; if no forwarding address is provided, lessee agrees that the inspection notice, itemization of charges (if any), and refund (if any), may be mailed to the address of the premises. If more than one lessee signed this lease, lessee agrees that lessor may pay any security deposit refund to any single lessee or by one check jointly payable to all lessees. Any refund and any deduction itemizations may be mailed to one lessee only. The Security Deposit will be returned lessee to Tenant without interest upon whom any refund is mailed agrees to indemnify and hold lessor harmless from the expiration claims of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions lessees relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Creditsecurity deposit. If any portion lessee is vacating the premises on or after the termination date of this lease, the Security Deposit is so used30-day period to account for the security deposit shall begin only when all of lessee's property has been removed, appliedall occupants have departed, and all keys and other access devices (such as garage door openers) have been delivered to lessor. If lessee abandons the premises before the termination date of this lease, the 30-day period to account for the security deposit shall begin on said termination date or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultlessor re-rents the premises, whichever is earlier.
Appears in 1 contract
Sources: Residential Lease Agreement
Security Deposit. Upon execution of this Leasethe Lease by Tenant, Tenant shall deposit with Landlord the amount deliver to Lessor as a security deposit, an irrevocable clean letter of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit credit in the form of an unconditionalset forth in Exhibit E attached hereto, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably commercial banking institution having offices in Minneapolis, Minnesota and acceptable to Landlord Lessor in its reasonable judgment, in the face amount of $158,000.00 (the “"Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease"). The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment held by Lessor as security for the performance of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant's obligations under this Lease. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing If the Letter of Credit provides Landlord expires prior to the date of expiration or earlier termination of this Lease, then not later than 60 days before the expiration of the Letter of Credit, Tenant shall deliver to Lessor a renewal or replacement Letter of Credit in the same form and containing the same terms as those of the expiring Letter of Credit but reduced in face amount in proportion to the balance of the Term remaining. The Letter of Credit shall be held by Lessor as security for the performance of Tenant's obligations under this Lease. Lessor shall have the right to draw on the Letter of Credit pursuant to the following terms and conditions:
a. Lessor shall give Tenant at least five (5) days written notice of its intention to draw on the Letter of Credit setting forth the basis for Lessor's right to draw on the Letter of Credit.
b. Tenant fails to remedy the condition as described in such notice within said five (5) day period.
c. A default as described in Section 25 of the Lease has occurred, proper notice has been given by Lessor and such default has not been cured by Tenant within the required period of time, or Tenant fails to deliver a renewal or replacement Letter of Credit before the sixty (60) day period as described above. If Lessor draws on the Letter of Credit based on Tenant's failure to deliver a renewal or replacement Letter of Credit, the proceeds of any such draw, upon receipt, shall be held by Lessor as a security deposit to secure Lessor in the event of a default by Tenant under Section 25 of the Lease. In the event of any such default, assuming proper notice has been given and the default has not been cured, Lessor shall have the right to apply so much of the security deposit as is necessary to cure such default. Lessor may commingle the security deposit funds with other funds but will refund the deposit to Tenant without interest upon termination of this Lease, after subtracting any amounts necessary to cure any defaults of Tenant under Section 25 of the Lease, or to repair or restore the premises to the condition required under this Lease. Tenant's obligation to maintain the Letter of Credit shall continue through July 1, 1999 after such time as Tenant delivers to Lessor a cancellation noticeBalance Sheet for Tenant indicating that Tenant's "total shareholders' equity" for at least two consecutive fiscal quarters prior to the preparation of such Balance Sheet is not less than $4,500,000.00. Such Balance Sheet shall be executed by the Chief Financial Office/Controller of Tenant and such officer shall state that the Balance Sheet fairly represents the financial condition of Tenant as of the date of such Balance Sheet and that such Balance Sheet was prepared and reported in a manner which is consistent with the preparation and reporting of Balance Sheets previously provided by Tenant to Lessor prior to the execution of this Lease. If such "total shareholders' equity" condition is satisfied as evidenced by the Balance Sheet and if Tenant deposits with Lessor cash or a substitute Letter of Credit in the same form as described above in the amount of $5,583.00 as a security deposit, Landlord may immediately draw upon all then Lessor will return the Letter of Credit to Tenant, or any part will return the remaining proceeds of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultif it has been drawn upon.
Appears in 1 contract
Sources: Lease (Videolabs Inc)
Security Deposit. Upon execution of this Lease, Landlord hereby acknowledges receipt from Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One]sum of Twelve Thousand Twelve Dollars ($12,012.00), which sum represents a security deposit for the faithful performance of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due Tenant's obligations under this Lease and has otherwise performed all obligations hereunder("Security Deposit"). In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure periodThe foregoing notwithstanding, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided shall execute and deliver a receipt for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form attached hereto and made a part hereof as Exhibit E within five (5) business days of an unconditionalreceipt of the Security Deposit. Tenant agrees that Landlord shall have the right, clean, irrevocable standby letter of creditbut not the obligation, in a form acceptable to Landlordits sole discretion, and issued upon the expiration of any applicable period of notice or cure as may be afforded Tenant by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies terms of this Lease, to apply said Security Deposit or any portion thereof, as may be reasonably required to cure or remedy any Event of Default by Tenant hereunder, including an Event of Default in payment of rent. The Letter of Credit shall (i) be unconditionalIf Landlord so applies the Security Deposit or any portion thereof Tenant shall, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers within thirty (30) days’ prior days of written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periodsdemand, including but not limited to reasonable supporting documentation of sums expended by Landlord in curing the provisions relating to Event of Default, reimburse Landlord for the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so usedapplied; and any failure of Tenant to do so within the stated time period therefor shall constitute an Event of Default hereunder. Said sum, if not sooner applied, or retained, shall be returned to Tenant will within ten thirty (1030) days after written demand from Landlordvacating of the Premises by Tenant and termination of this Lease (or upon termination of the last renewal term of this Lease if this Lease contains a renewal option and Tenant properly exercises said option), provide provided: (i) Tenant is not then in default under any of the provisions of this Lease beyond any applicable period of notice or cure; (ii) that Tenant has surrendered the Premises to Landlord an additional irrevocablein the condition required by this Lease; and (iii) all keys to the Premises then in Tenant's possession have been returned to the Landlord; provided that if the keys have been lost, stand-by letter Landlord may offset the actual cost of creditreplacement keys and/or changing exterior door locks affected as against the Security Deposit, which and the failure to return the keys shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore not prevent Landlord from returning the balance of the Security Deposit to its required amount pursuant to this Section 8Tenant. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.further agrees that
Appears in 1 contract
Sources: Office Lease (Appliedtheory Corp)
Security Deposit. Upon execution 4.1 A security deposit of this Lease€[booking.deposit] ([booking.deposittext]) (the “Security Deposit”), shall be paid by the Tenant shall deposit to the Landlord, prior to the signing of the present Agreement or simultaneously with the signing of the present Agreement, as per Option [installmentplan.title] of Appendix A attached, via online payment or by way of transfer to the Landlord's bank account, details of which have been designated by the Landlord to the Tenant in writing. It is agreed that the charges in relation to the transfer of the Security Deposit to the Landlord's bank account will burden exclusively the Tenant. It is further agreed between the Parties that the Tenant undertakes to provide the Landlord with a copy of the relevant proof of transfer/online payment immediately when the said payment is effected. It is clarified that the payment will be considered as being effected only when the amount of the Security Deposit specified on [Page One], of this Leasehas been cleared in the Landlord's bank account. The Security Deposit will shall be returned kept by the Landlord at all times as a guarantee deposit for the performance by the Tenant of all his obligations herein contained and/or for the payment of any bills and/or expenses and/or to cover any damages caused to the Suite and/or to the Unihalls trinity by the Tenant, fair wear and tear exempted.
4.2 The Security Deposit or any balance thereof, as the case may be, shall be returned, without interest, to the Tenant without interest upon after the expiration of the Term tenancy and after the inspection of the LeaseSuite, provided that ▇▇▇▇▇▇ the Tenant has paid complied with all amounts due under this Lease and has otherwise performed all his obligations hereunder. In The said amount will be returned only with a bank transfer to a bank account designated in writing by the event that Tenant defaults under any provision of (in this Lease, and case the Tenant will be charged with the relevant bank transfer charges) within 25 (twenty-five) working days after the expiration of any applicable cure periodTenancy Period, provided that the Tenant has delivered to the Landlord may apply allfree and vacant possession and use of the Suite, he has no other outstanding obligations to the Landlord and that the Landlord has confirmed that all terms and conditions of the Lease Agreement have been met. It is understood that in the event that the Tenant is entitled to a refund of the Security Deposit and/or part of it under the provisions of the Lease Agreement, the Tenant must indicate to the Landlord in writing details of the bank account to which she/he wishes the refund to be made. The Landlord shall not be liable in the event that the Tenant refuses and/or delays in providing bank account details. It is understood that the Tenant shall not be entitled to set-off this Security Deposit, or any balance thereof, against any Rent due or part of any Rent due.
4.3 In case of termination/cancellation of the Lease Agreement by the Tenant for any reason prior to the expiration date of the Tenancy Period, and/or because of failure on the part of the Tenant to deliver free and vacant possession and use of the Suite to the Landlord on time, the Parties agree that the Security Deposit will be automatically retained by the Landlord as a pre-agreed minimum compensation. The Tenant acknowledges and agrees that in such a case the Landlord will suffer loss.
4.4 The Parties further agree that in the event where damages will be created to the Suite and/or to the Unihalls trinity, at the fault of the Tenant, then the Landlord will have the right to retain the whole or part of the Security Deposit to amounts owed by TenantDeposit, depending on the damages caused. In If the event Landlord elects to apply said damages exceed the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) Deposit, then the Tenant will be obliged to a successor/owner, and ▇▇▇▇▇▇ agrees pay to look solely at the successor/owner Landlord any additional amount which might be requested by the Landlord for repayment the full repair of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord damages caused within 7 (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10seven) days from the date of notice inspection of the Suite and/or the date of discovery of the damage. It is further understood that in the event that the Tenant, in addition to cure the damages, owes the Landlord any amount in excess of the amount due under the Lease Agreement, the balance of the Security Deposit may be used to cover such defaultamounts and/or part thereof.
4.5 The Landlord agrees that if, for any reason, the Suite cannot be delivered to the Tenant on the commencement date of the present Lease Agreement, then the Landlord will have the right to terminate the present Lease Agreement and return to the Tenant the amount of the Security Deposit and in such case neither party shall have any kind of demand and/or claim against the other.
Appears in 1 contract
Sources: Lease Agreement
Security Deposit. Upon execution 5.1 Tenant shall post the Security Deposit with Landlord in the form of an unconditional, irrevocable, stand-by documentary letter of credit (“Letter of Credit”), as security for the full and faithful performance of each provision of this Lease to be performed by Tenant, and Tenant shall be required to maintain the Letter of Credit with Landlord, during the entire Term and any extended Term of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph abovethis Lease, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit shall be posted with the Landlord as follows: (i) cash in the form sum of $200,000.00 upon the full execution and delivery of this Lease (the “Initial Security Deposit”), and (ii) a Letter of Credit in the full amount of the Security Deposit within 10 business days following Tenant’s receipt of the Contingency Notice. Within 10 business days following Landlord’s receipt of such Letter of Credit, Landlord shall return the Initial Security Deposit to Tenant. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in the case of an unconditionalEvent of Default by Tenant. The Letter of Credit shall be in substantially the form attached hereto as Exhibit L, clean, irrevocable standby letter of credit, in a which form acceptable to is hereby approved by Landlord, and shall be issued by Silicon Valley Bank or a United States commercial bank reasonably acceptable with a ▇▇▇▇▇’▇ rating of A2 or above. The Letter of Credit must be presentable and payable at the counters of such bank and by facsimile presentation. The Letter of Credit shall specifically provide that Landlord is entitled to make partial draws thereon and shall impose no condition upon the beneficiary’s rights to draw funds under it, other than a written statement by the beneficiary that such sums are due and owing to Landlord (under the “Letter Lease or similar. The beneficiary of Credit”) as security, provided the Letter of Credit shall be delivered Landlord, and the Letter of Credit shall be transferable by Landlord to Landlord with executed copies any person or entity succeeding to Landlord’s ownership of this Leasethe Premises at Landlord’s cost. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment provide for an initial term of original to the issuer in person or by courier, in partial or full draws, at least one year and (ii) contain an “evergreen” provision which provides shall provide that it is renews automatically renewed on an annual basis (subject to the permitted date of termination set forth below) for additional one year terms successively unless the issuer delivers thirty (30) to Landlord at least 60 days’ prior written advance notice of cancellation non-renewal by certified mail, return receipt requested, or overnight courier. Failure of Tenant to provide Landlord with a replacement letter of credit satisfactory to Landlord at least 30 days prior to the expiration of the letter of credit, in the event the issuer delivers to Landlord the notice of non- renewal set forth in the foregoing sentence, shall be deemed an Event of Default under the terms of this Lease which shall not require the giving of notice or the allowance of any grace period, and Tenant. Without limiting shall entitle Landlord to immediately draw funds under the Letter of Credit; provided, however, that Landlord shall not have the right to avail itself of any remedies with respect to such Event of Landlord’s rights or remedies hereunder, if the bank issuing Default unless funds under the Letter of Credit provides are not available to be drawn. In the event Landlord receives such funds under the Letter of Credit from the issuing bank in accordance with a cancellation noticethe terms of the foregoing sentence: (A) such Event of Default shall be deemed to be cured and Landlord shall hold and apply the funds so drawn, Landlord may immediately draw upon all or any part without interest, and only in accordance with the provisions of this Section as if cash in such amount had been posted by Tenant in lieu of the Letter of Credit Credit; and (B) Tenant shall have the right to substitute a new Letter of Credit meeting the foregoing requirements, in which event Landlord will return the funds received from the issuing bank to Tenant within 30 days after receipt of such new Letter of Credit.
5.2 If Tenant breaches any provision hereof, Landlord may, at its option, without limiting its remedies and without notice to Tenant, draw all sums which are necessary to cure such breach and compensate Landlord for any loss or damage caused by such breach to the extent Landlord is permitted to recover same pursuant to this Lease. If Landlord uses all or any portion of the Security Deposit as herein provided, then, on demand, Tenant shall, at Tenant’s option, either (i) pay Landlord cash in an amount equal to that portion of the Security Deposit used by Landlord, or (ii) amend the letter of credit to increase the amount thereof by the amount used by Landlord or provide Landlord with an additional irrevocable stand-by letter of credit as provided belowin the amount used by Landlord. Any If at any time during the Term or any extended Term of this Lease the Security Deposit is then being held in cash, Tenant shall not be entitled to any interest on the Security Deposit and Landlord shall have the right to commingle the Security Deposit with its other funds. If Tenant complies fully and faithfully with all fees or costs charged by of the issuer in connection with provisions of this Lease, the Security Deposit and/or the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty returned to Tenant within thirty (6030) days following after the expiration date this LeaseExpiration Date and surrender of the Premises to Landlord. If Tenant defaults Landlord shall be released from any obligation with respect to any provision the Security Deposit upon transfer of this Lease beyond applicable and the Premises to a person or entity assuming Landlord’s obligations under this Lease.
5.3 Provided that there then exists no Event of Default by Tenant under this Lease, nor any event that with the giving of notice and cure periodsand/or the passage of time would constitute an Event of Default, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion amount of the Security Deposit (if the Security Deposit is so used, applied, then held in cash) or retained, Tenant will within ten the Letter of Credit (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by if the Security Deposit is maintained as a letter of credit, which ) shall be reduced to (i) $3,234,960.00 after Tenant’s payment of the installment of Base Rent due in form the 18th full calendar month of the Term (but in no event shall Tenant make such payment more than 30 days in advance of the due date), (ii) $2,587,968.00 after Tenant’s payment of the installment of Base Rent due in the 30th full calendar month of the Term (but in no event shall Tenant make such payment more than 30 days in advance of the due date), (iii) $2,070,374.40 after Tenant’s payment of the installment of Base Rent due in the 42nd full calendar month of the Term (but in no event shall Tenant make such payment more than 30 days in advance of the due date), (iv) $1,656,299.52 after Tenant’s payment of the installment of Base Rent due in the 54th full calendar month of the Term (but in no event shall Tenant make such payment more than 30 days in advance of the due date), (v) $1,325,039.62 after Tenant’s payment of the installment of Base Rent due in the 66th full calendar month of the Term (but in no event shall Tenant make such payment more than 30 days in advance of the due date), (vi) $1,060,031.69 after Tenant’s payment of the installment of Base Rent due in the 78th full calendar month of the Term (but in no event shall Tenant make such payment more than 30 days in advance of the due date), (vii) $848,025.35 after Tenant’s payment of the installment of Base Rent due in the 90th full calendar month of the Term (but in no event shall Tenant make such payment more than 30 days in advance of the due date), (viii) $678,420.28 after Tenant’s payment of the installment of Base Rent due in the 102nd full calendar month of the Term (but in no event shall Tenant make such payment more than 30 days in advance of the due date), (ix) $542,736.23 after Tenant’s payment of the installment of Base Rent due in the 114th full calendar month of the Term (but in no event shall Tenant make such payment more than 30 days in advance of the due date), (x) $471,225.84 after Tenant’s payment of the installment of Base Rent due in the 126th full calendar month of the Term (but in no event shall Tenant make such payment more than 30 days in advance of the due date), and substance satisfactory to Landlordshall remain at $471,225.84 for the balance of the Term and any extended Term of this Lease. In the event that any such reduction in the amount of the Security Deposit shall apply, issued by a bank reasonably acceptable to Landlord, in an Landlord will refund the appropriate amount sufficient to restore of the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish Tenant (if the Security Deposit shall constitute is then held in cash) or accept an endorsement or reasonably cooperate with Tenant to amend the Letter of Credit, in either case reducing the amount of the Letter of Credit to the appropriate amount (if the Security Deposit is maintained as a failure to pay Additional Rent and Tenant shall have ten (10) days from the date letter of notice to cure such defaultcredit).
Appears in 1 contract
Sources: Single Tenant Triple Net Lease (Prelude Therapeutics Inc)
Security Deposit. Upon execution of this Lease, Tenant Lessee shall deposit with Landlord Lessor on the amount signing of this Lease the Security Deposit specified as defined on [the Reference Page One]for the full and faithful performance of Lessee's obligations under this lease, including without limitation, the surrender of possession of the Premises to Lessor as herein provided. If Lessor applies any part of said deposit to cure any default of Lessee, Lessee shall on demand deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times during the Term of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of a bona fide sale, subject to this Lease, Lessor shall have the right to transfer the Security Deposit to the vendee and after Lessor shall be considered released by Lessee from all liability for the expiration return of any applicable cure periodsuch Security Deposit; and Lessee agrees to look solely to the new lessor for the return of the said Security Deposit, Landlord may and it is agreed that this shall apply all, to every transfer or any part assignment made of the Security Deposit to amounts owed a new lessor. Accrued interest on the Security Deposit (less any portions thereof used, applied or retained by TenantLessor in accordance with the provisions of this Section 17), shall be paid to Lessee on an annual basis. The Security Deposit (less any portions thereof used, applied or retained by Lessor in accordance with the provisions of this Section 17), shall be returned to Lessee promptly after the expiration or sooner termination of this Lease without the fault of the Lessee and after delivery of the entire Premises to Lessor in accordance with the provisions of this Lease. Lessee covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and Lessor shall not be bound by any such assignment, encumbrance or attempt thereof. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer insolvency of Lessee or in the Security Deposit (or any amount event of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu entry of a cash Security Deposit, Tenant may deliver the Security Deposit judgment declaring Lessee insolvent or bankrupt in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision any court which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is not discharged within sixty (60) days following after entry, or in the expiration date this Lease. If Tenant defaults with respect event a petition is filed by or against Lessee under any chapter of the bankruptcy laws of the State of New Jersey or the United States of America, then and in such event Lessor may require the Lessee to any provision deposit additional security in the amount specified in Subsection 8(E) (hereinafter called the "ADDITIONAL SECURITY DEPOSIT") to adequately assure Lessee's performance of all of its obligations under this Lease beyond applicable notice and cure periods, including but not limited all payments subsequently accruing. Failure of Lessee to deposit the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Additional Security Deposit is so used, applied, or retained, Tenant will pursuant thereto within ten (10) days after Lessor's written demand from Landlordshall constitute a default by Lessee. In lieu of a cash deposit, provide upon signing this Lease, Lessor agrees that Lessee may deliver to Landlord an additional irrevocableLessor a clean, stand-irrevocable and unconditional Letter of Credit (the "L/C") issued by letter and drawn upon any commercial bank chartered by the State of creditNew York, the State of New Jersey or the United Stated Government (the "ISSUING BANK") with offices for banking purposes in the City of Hackensack or the City of New York, and having a new worth of not less than $500 million, which L/C shall have a term of not less than one year, be in form and substance content reasonably satisfactory in all respects to LandlordLessor, issued be for the account of Lessor and be in the amount of the Security Deposit. The L/C shall provide that:
(i) The Issuing Bank shall pay to Lessor, or its duly authorized representative, an amount up to the face amount of the L/C upon presentation of the L/C and a sight draft in the amount to be drawn;
(ii) The L/C shall be deemed to be automatically renewed, without amendment, for consecutive periods of one year each during the Term of this Lease, unless the Issuing Bank sends written notice (the "NON-RENEWAL NOTICE") to Lessor by certified or registered mail, return receipt requested, not less than thirty (30) days next preceding the then expiration date of the L/C, that it elects not to have such L/C renewed;
(iii) Lessor, within twenty (20) days of its receipt of the Non-Renewal Notice, shall have the right, exercisable by a bank reasonably acceptable sight draft, to Landlordreceive the monies represented by the L/C (which moneys shall be held by Lessor as a cash deposit pursuant to the terms of this Article pending the placement of such L/C or Lessee's default hereunder; and
(iv) Upon Lessor's sale of Lessor's interest in the Building, the L/C shall be transferable by Lessor as provided for herein. In the event of a sale of Lessor's interest in or net lease of the Building, Lessor shall have the right to transfer the cash security or L/C, as the case may be, deposited hereunder to the vendee, lessee or transferee, without cost to Lessor, and Lessor shall thereupon be released by Lessee from all liability for the return of such cash security or L/C. In such event, Lessee agrees to obtain a new L/C naming the purchaser or net lessee (as the case may be) as the beneficiary and to look solely to the new landlord for the return of said cash security or L/C. It is agreed that the provisions hereof shall apply to every transfer or assignment made of said case security of L/C. In the event that any time during the Term of this Lease Lessor, in an Lessor's opinion, believes (a) that the net worth of the Issuing Bank shall be less than the minimum amount sufficient specified above or (b) that circumstances have occurred indicating that the Issuing Bank may be incapable of, unable to, or prohibited from honoring the then existing L/C (hereinafter referred to restore as the Security Deposit "EXISTING L/C" in accordance with the terms thereof, then, upon the happening of either of the foregoing, Lessor may send written notice to its required amount pursuant Lessee (hereinafter referred to this Section 8. Tenant’s failure to replenish as the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have "REPLACEMENT NOTICE") requiring Lessee within ten (10) days to replace the Existing L/C with a new letter or credit (hereinafter referred to as the "REPLACEMENT L/C") from an Issuing Bank meeting the date qualifications described in this Section 17. Upon receipt of notice the Replacement L/C meeting the qualifications of this Section 17, Lessor shall forthwith return the Existing L/C to cure Lessee. In the event that (i) a Replacement L/C meeting the qualifications of this Section 17 is not received by Lessor within the time specified or (ii) Lessor believes an emergency exists, then in either event, the Existing L/C may be presented for payment by Lessor and the proceeds thereof shall be held by Lessor in accordance with this Section 17 subject, however, to Lessee's right, at any time thereafter prior to a Lessee's default hereunder, to replace such defaultcash security with a Replacement L/C meeting the qualifications of this Section 17.
Appears in 1 contract
Sources: Lease Agreement (Goamerica Inc)
Security Deposit. Upon execution of this Lease, (a) Tenant shall deposit with Landlord a security deposit in an amount equal to one months rent. The foregoing is referred to herein as the amount of the "Security Deposit specified on [Page One], of this LeaseDeposit". The Security Deposit will hereunder shall be returned deposited by Tenant with Landlord on the Commencement Date in cash (the "Cash Deposit") . Provided no Event of Default has occurred and is continuing, Tenant shall have the right one or more times during the Term hereof, upon no less than thirty (30) days notice to Tenant without interest upon Landlord, to substitute the expiration form of Security Deposit. Landlord shall have the right regardless of the Term exercise of any other remedy the LeaseLandlord may have by reason of an Event of Default by Tenant, provided that ▇▇▇▇▇▇ has paid all amounts due to apply the Security Deposit to cure any Event of Default of Tenant of its obligations under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of including without limitation, any applicable cure period, sum which Landlord may apply all, spend or may be required to spend by reason of an Event of Default by Tenant. If Landlord applies any part of the Security Deposit to amounts owed by cure any Event of Default of Tenant, Tenant shall within ten (10) days of demand deposit with Landlord the amount so applied so that Landlord shall have the full deposit on hand at all times during the Term of this Lease. In the event of a bona fide sale of the Premises, subject to this Lease, Landlord elects shall have the right to apply transfer the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. transferee and upon such transfer, Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance shall be considered released by Tenant from all liability for the return of the Buildingsecurity transferred (provided that such successor landlord has agreed, in writing, to be bound by the terms of this Lease); and provided that the security deposit is transferred by Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ Tenant agrees to look solely at to the successor/owner new landlord for repayment the return of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash transferred Security Deposit, and it is agreed that the provisions of this section 7(a) shall apply to every transfer or assignment made of the security to a new landlord. The Security Deposit (less any portions thereof used, applied or retained by Landlord in accordance with the provisions of this Paragraph 7) shall be returned to Tenant may deliver provided Tenant has fully and faithfully complied with this Lease throughout its Term in accordance with the provisions herein thirty (30) days after the Expiration Date or earlier termination of this Lease, together with any interest accrued on any Cash Deposit.
(b) When Tenant delivers to Landlord the Security Deposit in the form of an unconditionala Cash Deposit, clean, irrevocable standby letter of credit, such Cash Deposit shall be maintained in a form acceptable to segregated interest bearing account in the name of Landlord, and issued by a bank reasonably acceptable to Landlord (; the “Letter of Credit”) as security, provided the Letter of Credit interest on which shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original accrue to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any benefit of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty .
(60c) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten Intentionally Deleted.
(10d) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten Intentionally Deleted.
(10e) days from the date of notice to cure such default.Intentionally Deleted
Appears in 1 contract
Sources: Lease Agreement (Dt Industries Inc)
Security Deposit. Upon execution (a) The Tenant shall provide to the Landlord the Security Deposit al such time as required by the Landlord.
(b) The Security Deposit shall be held by the Landlord as security for the due performance by the Tenant of the provisions of this Lease and as security for any claim that the Landlord may have against the Tenant in relation to the Premises during and after the expiry or earlier determination of this Lease, Tenant shall deposit with Landlord the amount .
(c) Where part of the Security Deposit specified on [Page One]provided by the Tenant is by way of a demand banker’s guarantee, the banker’s guarantee shall be:-
(i) form and substance;
(ii) issued by a bank or financial institution;
(iii) for a validity period acceptable to the Landlord.
(d) Where the Tenant fails to pay any amount which is due and payable under this Lease or where the Landlord has otherwise suffered loss or damage or incurred costs and expenses as a result of the breach of this LeaseLease by the Tenant, the Landlord may, but is not obliged to. have recourse to the Security Deposit without notice to the Tenant, to satisfy the amount payable or the loss or damage suffered or costs and expenses incurred.
(e) The Security Deposit will be returned to Tenant without interest upon the expiration of shall throughout the Term be maintained at the sum specified in item 9 of the LeaseSchedule 1, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or If any part of the Security Deposit shall be applied or deducted by the Landlord in accordance herewith, then the Tenant shall within seven (7) days of demand by the Landlord forthwith deposit with the Landlord the amount so applied or deducted, or (where any sum is claimed by the Landlord under the banker’s guarantee) furnish a fresh banker’s guarantee to amounts owed by Tenant. In the event Landlord elects to apply so that the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to always be maintained at the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance sum specified in item 9 of the Building, Landlord may transfer the Security Deposit Schedule.
(or any amount f) No part of the Security Deposit remaining) to a successor/ownermay, and ▇▇▇▇▇▇ agrees to look solely at without the successor/owner for repayment written consent of the same. Notwithstanding anything Landlord, be used to off-set against any Rent or other monies which the Tenant owes to the contrary in Landlord,
(g) Where this Lease has been lawfully terminated by the paragraph aboveLandlord by re-entry or otherwise, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit may. notwithstanding any other provision in this Lease, be Forfeited to the form Landlord as liquidated damages in its absolute discretion and without prejudice to any other right or remedy which the Landlord may be entitled to in law and/or under this Lease.
(h) Subject to any deductions or forfeiture made by the Landlord pursuant to this Lease (or to provision for contingencies as the Landlord deems necessary) and subject to compliance with the requirements of an unconditionalClause 11, clean, irrevocable standby letter the Landlord shall refund the Tenant the Security Deposit without interest and (where applicable) return the banker’s guarantee furnished by the Tenant for cancellation after proper deductions by the Landlord within one (I) month after (he expiry or sooner determination of credit, the Term or within one (I) month from the yielding up of the Premises properly reinstated in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (accordance with the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies terms of this Lease. The Letter of Credit shall .
(i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to Nothing in this Lease shall prejudice or restrict any other right or remedy which the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer be entitled to in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date law and/or under this Lease. If Tenant defaults with respect to any provision .
(j) This Clause 4(5) shall survive termination or expiry of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultLease.
Appears in 1 contract
Security Deposit. Upon execution In order to secure the prompt payment of Base Rent and Additional Rent under this Lease (the “Lease Liabilities”) Tenant hereby agrees to provide to Landlord a letter of credit in favor of Landlord as the beneficiary, to be issued by SunTrust Bank in the initial amount of One Hundred Twenty-five Thousand Dollars ($125,000.00), together with all renewals and extensions thereof and substitutions therefor, and all cash proceeds thereof (all of the foregoing are herein collectively referred to as the (“Letter of Credit”) within seventy-two (72) hours after Landlord’s notification to Tenant (which notification may be oral) that Ventana Medical Systems, Inc. has executed a termination agreement for the Existing Lease as set forth in Article 56 herein. Landlord has agreed to accept the Letter of Credit on a delayed basis as set forth above solely on the condition that Tenant has, as of the date hereof, delivered to Landlord a commitment letter from SunTrust Bank stating that SunTrust Bank will, upon demand from Tenant, within seventy-two (72) hours, provide to Tenant a letter of credit for the aforesaid amount and in accordance with the terms of this Lease. If Tenant fails to renew or replace the Letter of Credit as aforesaid, Landlord may present the Letter of Credit for payment by the issuer thereof, and retain the proceeds of the Letter of Credit as the Security Deposit under this Lease, and, if Landlord retains the proceeds of the Letter of Credit as the Security Deposit, Landlord may commingle the deposit with its own funds. If Tenant defaults in the payment of rent or in the performance or observance of any other obligations to be performed on its part under this Lease, Landlord may present the Letter of Credit for payment by the issuer thereof and apply the proceeds to payment of Base Rent or Additional Rent in default, and/or to the prepayment of the Base Rent for any subsequent period of the term and/or to any amount to which Landlord may be entitled under this Lease; and Tenant shall promptly thereafter restore the Letter of Credit to the original amount above specified. The right of Landlord to apply the Proceeds of the Letter of Credit as above specified shall not be construed as a limitation upon Landlord’s right to invoke any other remedy available under this Lease or at law or equity for breach of this Lease, or to collect the full amount of damages owing by Tenant on account of such breach. If, by reason of Tenant’s default under this Lease, Landlord terminates this Lease at any time or reenters the Premises, Landlord may, at its option, either retain the Proceeds of the Letter of Credit as liquidated damages (applying against the damages which it suffers but without waiving its rights to recovery of additional damages to which it may be entitled) or apply it to the monthly installments of Base Rent and other amounts payable under this Lease hereunder in inverse order of accrual. The Letter of Credit shall be issued to Landlord, shall be unconditional (i.e., without requirements or conditions for presentation, honor or payment), except as expressly provided for below, and shall be irrevocable during it’s stated term. The Letter of Credit may state or require that, at the time that Landlord presents the Letter of Credit for payment, such presentation shall be accompanied by a written statement executed by any person purporting to be an authorized officer of the general partner of Landlord as follows: “This shall certify that a default by Tenant in the payment of rent has occurred and is continuing under that certain Lease dated by and between ▇▇▇▇ Holdings Limited Partnership, as Landlord, and Panacos Pharmaceuticals, Inc., as Tenant. Any notice or notices of default required by such Lease have been given by Landlord to Tenant and Tenant has not cured within any period for cure provided for in the Lease. Based upon the foregoing, Landlord hereby presents Letter of Credit No. for payment and hereby demands that the issuer thereof draw upon such Letter of Credit and remit the proceeds of the Letter of Credit to Landlord.” Additionally, the Letter of Credit may state or require that, at the time that Landlord presents the Letter of Credit for payment, such presentation shall be accompanied by a written statement executed by any person purporting to be an authorized officer of the general partner of Landlord as follows: “This shall certify that a default by Tenant in the payment of rent due under that certain Lease dated by and between ▇▇▇▇ Holdings Limited Partnership, as Landlord, and Panacos Pharmaceuticals, Inc., as Tenant in the amount of $ (the “Amount Currently Due”), has occurred and is continuing under that certain Lease dated by and between ▇▇▇▇ Holdings Limited Partnership, as Landlord, and Panacos Pharmaceuticals, Inc., as Tenant. Based upon the foregoing, Landlord hereby draws upon Letter of Credit No. for payment of the Amount Currently Due and hereby demands that the issuer draw upon such Letter of Credit and remit the Amount Currently Due to Landlord.” Upon the occurrence of any event of default by Tenant or breach by Tenant of Tenant’s covenants under this Lease which is not cured within any notice and cure period provided for herein, Landlord may, from time to time, without prejudice to any other remedy, draw on the Letter of Credit to the extent necessary to make good any arrears of rent and/or any damage, injury, expense or liability caused to Landlord by the event of default or breach of covenant. Within five (5) days after Landlord’s notice to Tenant of a draw on the Letter of Credit, Tenant shall either restore the Letter of Credit to the previous amount or deposit with Landlord a cash Security Deposit equal to the difference between the full amount of the Letter of Credit then required and the amount Any Letter of Credit which has an expiration date prior to the expiration date of the term of this Lease (including any Option Terms exercised by Tenant) shall also provide that Landlord may present the Letter of Credit for payment when accompanied by the following written statement: “Tenant has failed to renew or replace the Letter of Credit prior to thirty (30) days before its expiration date, and Landlord is accordingly entitled to draw upon the Letter of Credit.” The Letter of Credit shall also expressly state and provide that the issuer is entitled to rely on any statement in the forms provided above which purports on its face to be executed by an officer of Landlord’s General Partner, and that the issuer is not obligated to verify the authority of any such person to execute any such statement on Landlord’s behalf, nor shall the issuer be liable in any manner whatsoever if any such statement is found to have been improperly delivered by Landlord, or if such statement is delivered by a person not duly authorized to do so on Landlord’s behalf. The Letter of Credit shall provide by its terms that, if Landlord has not notified the issuer of the occurrence of an event of default by Tenant, the amount thereof may be reduced by the sum of Twenty-five Thousand Eight Hundred Fifty-seven and No One-Hundredths Dollars ($25,857.00) (the “Security Deposit Reduction”) commencing on the first day of the fourth (4th) Lease Year of the Lease term and on the first day of each subsequent Lease Year thereafter. Notwithstanding the foregoing however, the Letter of Credit shall never be reduced below the sum of Twenty-five Thousand Eight Hundred Fifty-seven and No One-Hundredths Dollars ($25,857.00). In the event Tenant has exercised its option to receive the Landlord Contribution as set forth in Article 52 above, and Tenant has increased the amount of the Security Deposit specified on [Page One]by the amount of Tenant’s Improvement Security Deposit, of this Lease. The Landlord and Tenant hereby agree that such Security Deposit will Reduction shall be returned to Tenant without interest upon the expiration exclusive of the Term Tenant Improvement Security Deposit, in which event the Security Deposit shall never be reduced below the sum of One Hundred Seventy-eight Thousand Eight Hundred Fifty-seven and No One-Hundredths Dollars ($178,857.00). In addition to all other rights available to it under applicable laws or otherwise: (a) Landlord, in conjunction with the assignment, pledge, or transfer of its interest as Landlord under the Lease, shall have the right to assign therewith Landlord’s rights in the Letter of Credit, and any assignee, pledgee, or transferee shall have the rights of Landlord hereunder with respect to the Letter of Credit so assigned, pledged, or transferred, and Landlord shall be thereafter relieved from all duties with respect to any such Letter of Credit. In addition to the Letter of Credit to be provided that ▇▇▇▇▇▇ has paid all amounts due by Tenant as set forth above, beginning on the Rent Commencement Date herein, Tenant shall pay to Landlord an amount equal to Fifty-six Thousand and No One-Hundredths Dollars ($56,000.00) to be held by Landlord as security for the performance by Tenant of Tenant’s covenants and obligations under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable standTenant in twenty-by Letter four (24) equal monthly installments of Credit Two Thousand Three Hundred Thirty-four and No One-Hundredths Dollars ($2,334.00) each, which amounts shall remain effective through be due and payable as Additional Rent on the date that is sixty (60) days following same dates as installments of Base Rent payable during the expiration date initial term of this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.
Appears in 1 contract
Sources: Flex Space Office Lease (Panacos Pharmaceuticals, Inc.)
Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord the amount of (a) Lessee has paid the Security Deposit specified on [Page One](as defined in the Existing Building Lease) to Lessor as security for the full and faithful performance by Lessee of each and every term, provision, covenant and condition of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderthe Existing Building Lease. In Upon the event that Tenant defaults under any provision occurrence of an Event of Default (pursuant to this Lease or the Existing Building Lease), and after Lessor may, but shall not be required to, use, apply or retain the expiration of any applicable cure period, Landlord may apply all, whole or any part of the Security Deposit for the payment of any Monetary Obligation (including Rental) in default or for any other sum which Lessor may expend or be required to amounts owed expend by Tenant. In reason of Lessee’s default, including any damages or deficiency in the event Landlord elects to apply reletting of the Security Deposit as provided for aboveProperty, Tenant shall promptly restore whether such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale damages or deficiency accrue before or after summary proceedings or other conveyance of the Buildingre‑entry by Lessor; provided, Landlord may transfer the Security Deposit (or however, that each time Lessor so uses any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver (a) Lessee shall have fifteen (15) days to replenish the Security Deposit as described in this Section 4.09(a) before such deficiency begins to bear interest at the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord Default Rate (which shall thereafter accrue until the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full drawsSecurity Deposit has been replenished), and (iib) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers Lessee shall, within thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after Lessor’s written demand from Landlordrequest therefor, provide to Landlord an deposit additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount money with Lessor sufficient to restore the Security Deposit to its required a sum equal to the original amount pursuant to this Section 8. Tenant’s failure to replenish of the Security Deposit (or the reduced amount of the Security Deposit if reduced pursuant to Section 4.09(c), below).
(b) If Lessee shall constitute fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease and the Existing Building Lease, the Security Deposit, or any balance thereof, shall be returned to Lessee after the time fixed as the expiration of the Lease Term of both this Lease and the Existing Building Lease and after the removal of Lessee and surrender of possession of the Property and the Existing Building Area to Lessor. In the absence of evidence satisfactory to Lessor of an assignment of the right to receive the Security Deposit, or the remaining balance thereof, Lessor may return the security to the original Lessee, regardless of one or more assignments of this Lease and/or the Existing Building Lease. In case of a failure sale or transfer of the fee of the Property and the Existing Building Area, or any cessation of Lessor’s interest therein (including in connection with a Lessor bankruptcy or a Lessor default under any of 4837-1132-0135.14 STORE / RT Logic (Kratos) Lease Agreement (New Building Area) File No.: 7210/02-525.1 its loans), whether in whole or in part, Lessor shall pay over any unapplied part of the Security Deposit to the succeeding owner of the Property and/or the Existing Building Area and from and after such payment Lessor shall be relieved of all liability with respect thereto so long as such succeeding owner acknowledges receipt of the Security Deposit (or any remaining portion thereof), in writing, and a copy of such writing is provided to Lessee. The provisions of the preceding sentence shall apply to every subsequent sale or transfer of the fee of the Property and/or the Existing Building Area, and any successor of Lessor may, upon a sale, transfer or other cessation of the interest of such successor in the Property and/or the Existing Building Area, whether in whole or in part, pay Additional Rent over any unapplied part of the Security Deposit to the successor owner of the Property and/or the Existing Building Area and Tenant shall have ten thereupon be relieved of all liability with respect thereto so long as such succeeding owner acknowledges receipt of the Security Deposit (10) days from the date or any remaining portion thereof), in writing, and a copy of notice such writing is provided to cure such defaultLessee.
Appears in 1 contract
Sources: Lease Agreement (Kratos Defense & Security Solutions, Inc.)
Security Deposit. Upon (a) Simultaneously with the execution and delivery of this Lease, Tenant shall deposit with deliver to Landlord the amount Security Deposit, which shall be in the form of cash or a letter of credit which satisfies the conditions of Section 2.5(b) (“Letter of Credit”).
(b) The Letter of Credit must satisfy all of the Security Deposit specified on [Page One]following conditions: (i) the Letter of Credit must be in the form attached hereto as Exhibit E. or in such other substantially similar form as Landlord may approve, with an expiration date not less than one year after the date of this Leasethe Letter of Credit; (ii) the beneficiary of the Letter of Credit must be Landlord or Landlord’s designee; (iii) the Letter of Credit must be irrevocable, unconditional and transferable one or more times without charge to Landlord; (iv) the Letter of Credit must be issued by a bank satisfactory to Landlord in its reasonable discretion; and (v) the Letter of Credit must provide that it may be drawn at a location in Boston, Massachusetts. The Security Deposit will be returned If, at any time, the issuer of the Letter of Credit gives notice of its election not to renew, extend and/or reissue the Letter of Credit, then Tenant without interest upon shall, not later than 30 days prior to the expiration of the Term term of the LeaseLetter of Credit, deliver to Landlord (1) a replacement Letter of Credit satisfying all of the above conditions or (2) cash in the full amount of the expiring Letter of Credit; and if Tenant fails to timely deliver to Landlord a replacement Letter of Credit as provided that ▇▇▇▇▇▇ has paid all amounts due above or cash in the full amount of the expiring Letter of Credit, such failure shall constitute an Event of Default and, in addition to any other rights which Landlord might have by reason of such Event of Default, Landlord may draw on the Letter of Credit and hold the proceeds of such drawing as the Security Deposit. If (x) Landlord shall reasonably feel insecure with the creditworthiness of the bank issuing the Letter of Credit and Tenant shall fail, within ten days after notice, to either provide a replacement Letter of Credit as provided above or cash in the full amount of the existing Letter of Credit, or (y) Tenant fails to provide Landlord with cash in the full amount of the Letter of Credit within ten days after (I) any proceedings under the Bankruptcy Code, receivership or any insolvency law are instituted with the issuer of the Letter of Credit as debtor or (II) the bank issuing the Letter of Credit is taken over by the Federal Deposit insurance Corporation, the Resolution Trust Corporation or a similar entity, then such failure by Tenant under clauses (x) or (y) of this sentence shall constitute an Event of Default and, in addition to any other rights which Landlord might have by reason of such Event of Default, Landlord may draw on the Letter of Credit and hold the proceeds of such drawing as part of the Security Deposit.
(c) The Security Deposit is security for the faithful performance and observance by Tenant of Tenant’s obligations under this Lease and has otherwise performed all obligations hereunderis not an advance payment of rent. In the event that Tenant defaults under any provision If an Event of this Lease, and after the expiration of any applicable cure periodDefault occurs, Landlord may use, apply all, or retain the whole or any part of the Security Deposit to amounts owed the extent required for payment of any Base Rent or Additional Rent which is then due and payable or for any sum which Landlord may expend or may be required to expend by Tenantreason of the occurrence of an Event of Default, including, but not limited to, any damage or deficiency accrued before or after summary proceedings or other re-entry by Landlord, including the costs of such proceeding or re-entry and further including, without limitation, reasonable attorneys’ fees. In Landlord shall always have the event Landlord elects right to apply the Security Deposit Deposit, or any part thereof, as provided for aboveaforesaid, Tenant shall promptly restore such Security Deposit without notice and without prejudice to the original amount. Landlord may, at its discretion, commingle such funds with its any other funds, Upon any sale or other conveyance of the Building, remedy which Landlord may transfer have, or Landlord may pursue any other such remedy in lieu of applying the Security Deposit (or any amount of part thereof. No interest shall be payable on the Security Deposit remaining) and Landlord shall have the right to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at commingle the successor/owner for repayment Security Deposit with other funds of the sameLandlord. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver If Landlord shall apply the Security Deposit in the form of an unconditionalwhole or in part, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable Tenant shall immediately upon demand pay to Landlord (the “Letter of Credit”) as securityamount so applied, provided or cause the Letter of Credit shall to be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditionalreinstated, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant original amount. Because elements of Additional Rent may be subject to this Section 8. Tenant’s failure annual reconciliation based on actual amounts determined to replenish be due, in addition to the other rights provided herein to Landlord regarding the Security Deposit, Landlord shall have the right, in its discretion, upon the end of the Lease and delivery of the Premises in accordance with the terms hereof, to hold a portion of the Security Deposit shall constitute a failure until such reconciliation, at which time Landlord has the right to deduct any amounts then determined to be due from the remaining Security Deposit and return any balance of the Security Deposit to Tenant; provided that Landlord may not withhold from the Security Deposit an amount greater than the amount which Landlord reasonably estimates will be owing by Tenant upon completion of such reconciliation. If the remaining Security Deposit is not sufficient to pay Additional Rent Tenant’s obligations hereunder, Tenant shall pay the same within ten days of billing from Landlord. In the event of a sale or other transfer of the Project, or leasing of the entire Project including the Premises subject to Tenant’s tenancy hereunder, Landlord shall transfer the Security Deposit then remaining to the vendee or lessee, Landlord shall thereupon be released from all liability for the return of such Security Deposit to Tenant, and Tenant shall have ten (10) days from look solely to the date new landlord for the return of notice the Security Deposit then remaining. Tenant will not assign or encumber or attempt to cure assign or encumber the Security Deposit, and neither Landlord nor its successors or assigns shall be bound by any such defaultassignment, encumbrance, attempted assignment or attempted encumbrance.
Appears in 1 contract
Security Deposit. Upon execution of this Lease, Landlord hereby acknowledges receipt from Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One]sum of One Thousand Twenty Dollars and 00/100 ($1020.00), paid prior hereto, to be held as security for the faithful performance by the Tenant of this Leasethe covenants, conditions, rules and regulations contained herein. The Security Deposit will Deposit, or any portion thereof, may be returned withheld for unpaid rent, damage due to breach of Lease or for damage to the Premises by the Tenant, Tenant's family, agents, employees, guests or invitees in excess of ordinary wear and tear to the leased premises, common areas, major appliances and furnishings owned by us It is understood and agreed, however, that irrespective of said Security Deposit, rent shall be paid when due, in accordance with the terms hereof. The tenant shall have the right to be present when Landlord inspects the Premises after the Tenant without interest upon quits and surrenders the expiration Premises, if the Tenant notifies the Landlord by certified mail of the Term Tenant's intention to move, the date of moving, and the Tenant's new address. The notice of attendance at inspection to be furnished by the Tenant shall be mailed to the Landlord at least fifteen (15) days prior to the date of moving. Upon receipt of the Leasenotice, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease the Landlord shall notify the Tenant by certified mail of the time and has otherwise performed all obligations hereunderdate when the Premises are to be inspected. The date of the inspection shall occur within five (5) days before or five (5) days after the date of moving, as designated in the Tenant's notice. In the event that Tenant defaults under any provision of this Leasea sale of the Premises by Landlord, the Landlord shall have the right to transfer the Security Deposit to the vendee, or other transferee, and after Landlord shall be considered released by Tenant for all liability for the expiration return of any applicable cure period, Landlord may such Security Deposit and Tenant shall look to Landlord's transferee solely for the return of said Security Deposit. It is agreed that this shall apply all, to every transfer or any part assignment made of the Security Deposit to amounts owed by Tenantany such transferee. In the event Landlord elects to apply the The Security Deposit as provided for aboveshall not be mortgaged, assigned or encumbered by Tenant without the written consent of Landlord and any attempt to do so without such consent shall promptly restore such Security Deposit be void. Upon vacating the premises, should there be a balance left owing to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter collection procedures would start immediately. All costs of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged collection are assumed by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periodsincluding, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Creditattorney and collection fees. If Tenant does not take occupancy of said premises for any portion other reason other than the unit not being ready for occupancy, security deposit will be withheld to cover that month’s rent of the Security Deposit is so used, applied, or retained, unoccupied unit. Tenant will within ten (10) days after written demand from Landlord, provide to also be responsible for the rent of said unit until Landlord an additional irrevocable, standcan re-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultrent unit.
Appears in 1 contract
Sources: Lease Agreement
Security Deposit. Upon execution OPTION 1: Lessee agrees to pay a _$400 LeaseTerm Fee_ or OPTION 2: Lessee agrees to one’s month’s rent refundable security deposit with Lessor before taking possession of unit as security for Lessee’s fulfillment of the conditions of this Lease, Tenant shall agreement. Lessee’s security deposit with Landlord will be deposited by Lessor into a bank that is subject to regulation by the amount of the Security Deposit specified on [Page One], of this LeaseUS Government. The Security Deposit will be returned to Tenant without interest upon Lessee (minus a fee to clean carpets by a professional hired by the expiration Lessor) to the address provided by Lessee within a reasonable time after unit is vacated if:
a) Lease term has expired or agreement has been terminated by both parties; and
b) All monies due Lessor by Lessee have been paid; and
c) Unit is not damaged and is left in its original condition, beyond normal wear and tear; and
d) Compliance with all covenants of the Term attached Security Deposit Policy. Deposit may be applied by Lessor to satisfy all or part of Lessee’s obligation and such act shall not prevent Lessor from claiming damages in excess of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderdeposit. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects Lessee agrees not to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit deposit to any rent payment. A move out inspection will be performed by Lessor during normal business hours to establish the condition of the premises:
a) After the Lessee has completely vacated the premises; and
b) Is ready to surrender possession; and
c) Returns all means of access to the original amountpremises (keys, gate cards, etc.). Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. TenantLessee’s failure to replenish attend a mutually agreed upon move-out inspection waives the Security Deposit shall constitute Lessee’s right to contest any damages found by the Lessor as a failure result of the move-out inspection. The mutually agreed upon inspection must occur either on the day the Lessee completely vacates the premises. Lessee waives the right to pay Additional Rent and Tenant shall have ten (10a mutually agreed upon inspection for any of the following:
a) days Vacating the premises without giving a written notice.
b) Abandoning the premises.
c) Being judicially removed from the date premises.
d) Failing to contact Lessor after being given notice of notice the right to cure such defaulta mutual inspection.
e) Failing to appear at the arranged time of inspection
f) Not requesting a mutual inspection after having been given notice.
g) Being otherwise inaccessible to the Lessor.
Appears in 1 contract
Sources: Lease Agreement