Common use of Tenant Termination Right Clause in Contracts

Tenant Termination Right. Provided that Tenant is not in default under this Lease as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, the Original Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate this Lease, effective as of the last day of the thirty-ninth (39th) full calendar month of the initial Lease Term (the “Termination Date”), provided that (i) Landlord receives written notice (the “Termination Notice”) from Tenant on or before the date that is nine (9) months prior to the Termination Date stating Tenant’s election to terminate this Lease pursuant to the terms and conditions of this Section 2.2, and (ii) concurrent with Landlord’s receipt of the Termination Notice, Landlord receives from Tenant an amount equal to the “Termination Fee,” as that term is defined, below, as consideration for and as a condition precedent to such early termination. In the event that Tenant shall deliver the Termination Notice in accordance with the terms hereof, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date, except those obligations set forth in this Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease up to and including the Termination Date. For purposes of this Section 2.2, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicable.

Tenant Termination Right. Provided that Notwithstanding any provision to the contrary contained in this Lease, Tenant is not in default under this Lease as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, the Original Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate and cancel this Lease, Lease in its entirety effective as of the last day of the thirty-ninth either August 31, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 (39th) full calendar month of the initial Lease Term (as applicable, the “Termination Date”), provided that (i) Landlord receives upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”) from Tenant ), which notice shall be delivered to Landlord on or before the date that which is nine six (96) full calendar months prior to the subject Termination Date stating Tenant’s election to terminate this Lease pursuant to the terms and conditions Date, and, concurrently with its delivery of this Section 2.2, and (ii) concurrent with Landlord’s receipt of the such Termination Notice, Tenant shall deliver to Landlord receives from Tenant an amount equal to the “Termination Fee,” ’’ as that term is defined, belowdefined hereinbelow, as consideration for and as a condition precedent to such early termination. In the event that Tenant The “Termination Fee” shall deliver be equal to either (A) Four Hundred Forty-Two Thousand Seven Hundred Eighty One and No/100 Dollars ($442,781.00) in connection with an August 31, 2012 termination, (B) Three Hundred Thirty-Two Thousand Eighty-Six and No/100 Dollars ($332,086.00) in connection with an August 31, 2013 termination, (C) Two Hundred Twenty-One Thousand Three Hundred Ninety and No/100 Dollars ($221,390.00) in connection with an August 31, 2014 termination, or (D) One Hundred Ten Thousand Six Hundred Ninety-Six and No/100 Dollars ($110,696.00) in connection with an August 31, 2015 termination. Subject to Landlord’s timely receipt of the Termination Notice in accordance with and the terms hereof, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2corresponding Termination Fee, this Lease shall immediately and automatically terminate and be of no further force or effect as of the Termination Date, and Landlord and Tenant shall be relieved of their respective obligations under this Lease Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease Lease, which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease Lease, up to and including the Termination Date. For purposes The termination right granted to Tenant under this Section 2.2 shall automatically terminate and be of no further force or effect in the event (w) Tenant fails to properly and timely exercise such termination right as set forth in this Section 2.2, (x) Tenant assigns or subleases all or essentially all of the Premises for all or essentially all of the then-remaining Lease Term to entities or persons other than “Permitted Transferees” (as that term is defined in Section 14.8, below), (y) Tenant’s right to possession of the Premises has previously been terminated pursuant to Section 19.2 of this Lease, or (z) Tenant is in “Economic Default” (as defined in Section 2.3.2, below) under this Lease (beyond any applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination Fee” shall mean the sum of (a) $409,222.00Notice to Landlord or, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annumLandlord’s election, as of the Termination Date. The termination right granted to Tenant under this Section 2.2 is personal to the Tenant named in this Lease (the “Original Tenant”), and any Permitted Transferee, and may not be exercised by any other assignee, sublessee, or transferee of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Original Tenant’s lease of First Offer Space, if applicableinterest in this Lease.

Tenant Termination Right. Provided that Notwithstanding anything to the contrary contained in this Lease, Tenant is not in default under shall have the option to terminate and cancel this Lease effective as of the date of (the "Termination Date") which is six (6) months after Tenant’s 's delivery of written notice to Landlord (the “"Termination Notice,” as that term is defined below, the Original Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate this Lease, effective as of the last day of the thirty-ninth (39th) full calendar month of the initial Lease Term (the “Termination Date”"), provided that such Termination Date shall be on or after the first day of the eighty-fourth (i84th) month of the Lease Term. In connection with, and as a condition precedent to, such termination, Tenant shall deliver to Landlord receives written notice a fee (the “"Termination Notice”Fee"). Fifty percent (50%) from of the Termination Fee shall be paid to Landlord by Tenant concurrently with Tenant's delivery of the Termination Notice and fifty percent (50%) of the Termination shall be paid to Landlord by Tenant on or before the date that is nine Termination Date. The Termination Fee shall be equal to the sum of (9A) six (6) months prior to the Termination Date stating Tenant’s election to terminate this Lease of Base Rent payable pursuant to the terms and conditions of this Section 2.2Lease, in the amount payable as of the Termination Date, (B) the product of (1) a fraction, with a numerator equal to the number of unexpired days in the initial Lease Term as of the Termination Date, and a denominator equal to the number 3,650, and (2) the sum of the dollar value of (i) the total, aggregate amount of any moving allowances, tenant improvement allowances in connection with Tenant's occupancy of the Premises, and (ii) concurrent any brokerage commissions paid by Landlord with respect to the Premises, and (C) the product of (1) a fraction, with a numerator equal to the number of unexpired days in the initial Lease Term as of the Termination Date, and a denominator equal to the total number of days in the term of any lease by Tenant of any First Offer Space, and (2) the sum of the dollar value of (i) the total, aggregate amount of any moving allowances, tenant improvement allowances in connection with Tenant's occupancy of any First Offer Space, and (ii) any brokerage commissions paid by Landlord with respect to any First Offer Space. Subject to Landlord’s 's timely receipt of the Termination NoticeNotice and Termination Fee, Landlord receives from Tenant an amount equal this Lease as it pertains to the “Termination Fee,” as that term is defined, below, as consideration for and as a condition precedent to such early termination. In the event that Tenant entire Premises shall deliver the Termination Notice in accordance with the terms hereof, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided , Landlord shall return the "L-C," as that term is defined in Section 21.1, below, to Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect undrawn and Landlord and Tenant shall be relieved of their respective obligations under this Lease Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease up to and including the Termination Date. For purposes of this Section 2.2, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicableLease.

Tenant Termination Right. Provided that Tenant is not in default under this Lease as of the date of Tenant’s 's delivery of the “"Termination Notice,” " as that term is defined below, the Original Tenant only (and not any assignee, sublessee or other transferee) a Permitted Assignee shall have the one-time right right, during the initial Lease Term only, to terminate this Lease, effective as of the last day date set forth in the Termination Notice (the "Termination Date"), which date shall in no event occur prior to the expiration of the thirty-ninth eighteenth (39th18th) full calendar month of the Lease Term nor following the expiration of the initial Lease Term (the “Termination Date”)Term, provided that (i) Landlord receives written notice (the “"Termination Notice”") from Tenant on or before the date that which is nine six (96) months prior to the Termination Date Date, stating Tenant’s 's election to terminate this Lease pursuant to the terms and conditions of this Section 2.22.3, and (ii) concurrent concurrently with Landlord’s 's receipt of the Termination Notice, Landlord receives from Tenant an amount (the "Termination Fee") equal to the “sum of (A) the product of (a) three (3), and (b) the monthly Base Rent payable under this Lease as of the Termination Fee,” Date, and (B) the product of (a) a fraction, the numerator of which equals the number of full and partial calendar months remaining in the Lease Term as that term is definedof the Termination Date, belowand denominator of which equals thirty-six (36), and (b) $12,080.88, as consideration for and as a condition precedent to such early termination. In the event that Tenant shall deliver the Termination Notice in accordance with the terms hereof, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.22.3, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date, except those obligations set forth in this Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease Lease, up to and including the Termination Date. For purposes of this Section 2.2, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicable.

Tenant Termination Right. Provided that Tenant is not in default under shall have the one (1) time right to terminate this Lease as in accordance with the terms and conditions of this Section 2.3. If Tenant desires to exercise such termination right, then on or before the first anniversary of the date Lease Commencement Date, Tenant shall deliver written notice to Landlord of Tenant’s delivery desire to lease additional space in the Project, and provide the approximate square footage of such additional space (the “Termination Expansion Request Notice,” ”). If, during the ensuing one (1) year period, Landlord is unable to reasonably accommodate Tenant’s needs as that term is defined belowset forth in the Expansion Request Notice, the Original either via Tenant’s right of first refusal (as set forth in Section 1.3, above, or otherwise, then Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate and cancel this Lease, Lease effective as of the last day third anniversary of the thirty-ninth (39th) full calendar month of the initial Lease Term Commencement Date (the “Termination Date”), provided that (i) Landlord receives written notice (the “Termination Notice”) from Tenant on or before the date that is nine (9) months prior to the Termination Date stating Tenant’s election to terminate this Lease pursuant to in accordance with the terms and conditions of this Section 2.22.3. Accordingly, and Tenant shall deliver written notice to Landlord (ii) concurrent with Landlord’s receipt the “Termination Notice”), which notice shall be delivered to Landlord on or before the second anniversary of the Lease Commencement Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord receives from Tenant an amount equal to the “Termination Fee,” as that term is defined, defined herein below, as consideration for and as a condition precedent to such early termination. In The “Termination Fee” shall be equal to the event sum of (A) the then remaining (as of the Termination Date) unamortized amount (calculated by amortizing the same on a straight-line basis commencing on August 1, 2010 and continuing thereafter for a period of time equal to sixty (60) months, employing an interest factor of eight percent (8%) per annum) of the sum of the following: (i) the “Improvement Allowance” as that Tenant shall deliver term is defined in Section 2.1 of the Work Letter, and (ii) the commission payable in connection with this Lease; and (B) Three Hundred Nine Thousand Six Hundred and 00/100 Dollars ($309,600.00) (i.e., representing six (6) full calendar months of the Base Rent Abatement). Subject to Landlord’s timely receipt of the Termination Notice in accordance with and the terms hereofTermination Fee, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease Lease, which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease Lease, up to and including the Termination Date. For purposes of The termination right granted to Tenant under this Section 2.22.3 shall automatically terminate and be of no further force or effect in the event (w) Tenant fails to properly and timely exercise such termination right as set forth in this Section 2.3, (x) Tenant assigns, subleases or otherwise permits the “occupancy of the Premises or any portion thereof by other entities or persons, other than in connection with a Permitted Transfer, (y) Tenant’s right to possession of the Premises has previously been terminated, or (z) Tenant is in default under this Lease, as of the date of Tenant’s delivery of the Termination Fee” shall mean the sum of (a) $409,222.00Notice to Landlord or, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annumLandlord’s election, as of the Termination Date. The termination right granted to Tenant under this Section 2.3 is personal to the Original Tenant and any Permitted Transferee, and may not be exercised by any assignee, sublessee, or transferee of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Original Tenant’s lease of First Offer Space, if applicableor Permitted Transferee’s interest in this Lease.

Tenant Termination Right. Provided that Tenant is not in default under this Lease as (a) Subject to the full and complete satisfaction of the date Termination Conditions Precedent (as hereinafter defined), in accordance with the provisions of Tenant’s delivery of the “Termination Notice,” as that term is defined belowthis Section 9, the Original Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right irrevocable option to terminate this Lease, effective as of the last day of the thirty-ninth Lease (39th) full calendar month of the initial Lease Term “Tenant Termination”). The conditions precedent (the “Termination Conditions Precedent”) to the effectiveness of any such Tenant Termination shall be as follows: (i) the effective date of any such Tenant Termination shall be April 30, 2022 (“Tenant Termination Date”), provided that ; (iii) Landlord receives Tenant shall deliver written notice (the “Tenant Termination Notice”) from of such Tenant Termination to Landlord by not later than July 31, 2021; (iii) concurrent with the delivery of the Tenant Termination Notice, Tenant shall pay to Landlord, without deduction or offset, a non-refundable cash Termination Fee (as hereinafter defined); and (iv) on or before the date that is nine (9) months prior Tenant Termination Date, no default of Tenant shall have occurred under the Lease. Said Termination Fee shall be Additional Rent under the Lease and shall be in addition to, and not in lieu of, any other payments due under the Lease. The “Termination Fee” shall be an amount equal to the sum of: (i) the Unamortized Portion (as hereinafter defined) as of the Tenant Termination Date stating Tenantof all costs and expenses incurred by Landlord in connection with this Amendment (the “Transaction Costs”), including the out-of-pocket costs associated with performing Landlord’s election Work, all brokerage commissions paid by Landlord in connection with this Amendment, and all legal fees, in an amount not to terminate exceed $5,000.00, paid by Landlord in connection with this Lease pursuant to the terms and conditions of this Section 2.2Amendment, and (ii) concurrent with Landlord’s receipt $50,721.49 (i.e., two times the average of the Termination Notice, Landlord receives from Tenant an amount equal to monthly Fixed Rent payable over the “Termination Fee,” as that term is defined, below, as consideration for and as a condition precedent to such early termination. In the event that Tenant shall deliver the Termination Notice in accordance with the terms hereof, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as Term of the Termination Date, except those obligations set forth in this Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease up to and including the Termination Date). For purposes of this Section 2.2, the The “Termination FeeUnamortized Portion” shall mean the sum unamortized portion of (a) $409,222.00the Transaction Costs, and (b) amortized on a straight-line basis over the unamortized amountExtension Term, calculated together with interest thereon at a the rate equal to 9% of six percent (6%) per annum. Upon request by Tenant, Landlord shall provide Tenant, with a determination of the foregoing costs, along with Landlord’s calculation of the Unamortized Portion of the costs as of the Tenant Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicable.

Tenant Termination Right. Provided Subject to the terms and conditions of this Section 2.2 below and provided that (i) Tenant is not in default under this the Lease beyond any applicable notice and cure period as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, and (ii) Tenant has provided Landlord with written notice (which notice may be included with the Termination Notice) that Tenant has failed to raise an additional $20,000,000.00 or more in new funding prior to the “Termination Notice Date” (as defined below) (the “Funding Condition”), then the Tenant originally named in this Amendment (the “Original Tenant only (and not any assignee, sublessee or other transfereeTenant”) shall have the one-time right (the “Tenant Termination Right”) to terminate this Lease, the Lease in its entirety effective as of the last day of the thirty-ninth (39th) full calendar month of the initial Lease Term September 30, 2018 (the “Termination Date”), provided that (i) Landlord receives upon written notice to Landlord (the “Termination Notice”) from Tenant on or before the date that is delivered not earlier than twelve (12) months and not less than nine (9) months (the “Termination Notice Date”) prior to the Termination Date stating Tenant’s election to terminate this Lease pursuant Date, irrevocably exercising the Tenant Termination Right. Time is of the essence with respect to the delivery of the Termination Notice. In no event shall Tenant be entitled to exercise the Tenant Termination Right if an event of material economic default by Tenant under the Lease remains uncured at the time of Landlord’s receipt of the Termination Notice (beyond the applicable notice and cure periods). Provided Tenant (a) properly exercises the Tenant Termination Right in accordance with the terms and conditions of this Section 2.2, and (iib) concurrent with Landlord’s receipt maintains its eligibility to properly exercise such Tenant Termination Right, then, effective as of the Termination Notice, Landlord receives from Tenant an amount equal to the “Termination Fee,” as that term is defined, below, as consideration for and as a condition precedent to such early termination. In the event that Tenant shall deliver the Termination Notice in accordance with the terms hereofDate, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination DateLease, except those obligations set forth in this the Lease which relate with respect to the term period of Tenant’s lease of tenancy through the Premises and/or that Termination Date or such obligations which specifically survive the expiration or earlier termination of this the Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this the Lease up to and including the Termination Date. For The rights contained in this Section 2.2 shall be personal to the Original Tenant and may only be exercised by the Original Tenant (and not any assignee, or any sublessee or other transferee of the Original Tenant’s interest in the Lease). Notwithstanding anything set forth in the Lease to the contrary, if the Lease is terminated as a result of a Tenant default, then for purposes of this determining Landlord’s damages pursuant to Section 2.2, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as 1951.2 of the Termination DateCalifornia Civil Code, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicableright to terminate the Lease early shall not be taken into consideration.