Common use of Tenant’s Option to Terminate Clause in Contracts

Tenant’s Option to Terminate. Provided the Tenant is Wescom Solutions Inc. and the Tenant has not assigned this Lease and further provided the Tenant is not, at the time of issuance of the Termination Notice (as hereinafter defined) in receipt of a written notice of default from the Landlord in accordance with the provisions of this Lease which remains uncured and the time period, if any, expressly provided for in this Lease for curing same has expired and, further, provided the Tenant has delivered written notice to the Landlord on or before the expiry of the sixth (6th) year of the initial Term hereof (“Termination Notice”) and delivers contemporaneously with such Termination Notice a certified cheque in an amount equal to the then unamortized portion of the Leasehold Improvement Allowance and the Additional Allowance, if any, the First Rent Free Period and the Second Rent Free Period provided for in this Lease and any real estate commissions (selling and listing fees) payable by the Landlord in connection with this Lease, plus applicable Sales Taxes, then and only then the Tenant shall have a one time only option to advance the expiry date of this Lease to be the last day of the seventh (7th) year of the initial Term hereof (“Termination Date”). Notwithstanding the delivery of the Termination Notice and consideration, the Tenant shall be responsible for performance of all of the terms, covenants and conditions contained on its part to be performed under the terms of this Lease, including the payment of all Base Rental and Additional Rent with respect to the whole of the Leased Premises, up to and including the Termination Date. Should the Tenant fail to exercise its notice within the time and in the manner described herein, the Tenant’s option to terminate this Lease shall be null and void and of no further force or effect.

Tenant’s Option to Terminate. Provided the Tenant is Wescom Solutions Inc. and the Tenant has not assigned may elect to terminate this Lease as a result of any Casualty Damage if the Casualty Damage is not the result, in whole or in part, from the negligence or willful misconduct of Tenant or any Tenant Party, and further provided (a) the Casualty Damage would otherwise result in Tenant is not, at the time of issuance being unable to utilize and conduct business in a substantial portion of the Termination Notice Premises without material interference while Landlord performs Landlord’s Restoration Work for a period in excess of one hundred eighty (as hereinafter defined180) in receipt of a written notice of default days (calculated without overtime labor) from the Landlord in accordance with the provisions of this Lease which remains uncured and the time period, if any, expressly provided for in this Lease for curing same has expired and, further, provided the Tenant has delivered written notice to the Landlord on or before the expiry date of the sixth Casualty, as indicated in the Repair Period Notice; or (6thb) year the Casualty occurs within the twelve (12) month period preceding the Expiration Date and would result in Tenant being unable to gain access to or conduct business in the Premises without material interference for a period of at least sixty (60) consecutive days. Tenant shall provide Landlord with Notice of any such election by Tenant to terminate the initial Term hereof Lease (“Tenant’s Termination Notice”) within ten (10) days following Tenant’s receipt of the Repair Period Notice. If Tenant does not provide FUSIONSTORM, Inc. – Two Xxxxxx Street, July 12, 2005 Landlord with Tenant’s Termination Notice within such ten (10) day period, Tenant shall be deemed to have elected not to terminate this Lease. Notwithstanding the foregoing, however, (i) Tenant’s Termination Notice shall be void and delivers contemporaneously of no effect if either (i) within twenty (20) days after receiving Tenant’s Termination Notice, or (ii) at the time Landlord provides Tenant with Landlord’s Repair Period Notice, Landlord states that it intends to complete Landlord’s Restoration Work within three hundred sixty-five (365) days from the date of the Casualty and agrees to provide Tenant with temporary space in the Project or such other office buildings owned by Landlord or its affiliates in the San Francisco financial district that is currently available (subject to cosmetic paint, carpet and other installation work that would not delay the ability of Landlord to deliver such temporary space to Tenant beyond ten (10) days) and of substantially similar in size to the Premises, at an aggregate rent not greater than that paid by Tenant under this Lease prior to the Casualty Event, for the period that Landlord proceeds with Landlord’s Restoration Work. Landlord shall pay for Tenant’s direct, out-of-pocket costs of relocating to the temporary space. In the event Landlord timely agrees to provide Tenant with such Termination Notice temporary space, this Lease shall, not terminate as a certified cheque in an amount equal consequence of said Casualty, and Tenant shall relocate to the then unamortized portion such temporary space up request of the Leasehold Improvement Allowance and the Additional AllowanceLandlord; provided, however, if any, Landlord’s Restoration Work is not substantially completed so as to enable Tenant to reoccupy the First Rent Free Period and Premises for the Second Rent Free Period provided for in this Lease and any real estate commissions conduct of its business (selling and listing feeswithout material impairment) payable by the Landlord in connection with this Lease, plus applicable Sales Taxeson or before said three hundred sixty-five (365) day period, then and only then the Tenant shall have a one time only option to advance the expiry date of this Lease to be the last day of the seventh (7th) year of the initial Term hereof (“Termination Date”). Notwithstanding the delivery of the Termination Notice and consideration, the Tenant shall be responsible for performance of all of the terms, covenants and conditions contained on its part to be performed under the terms of this Lease, including the payment of all Base Rental and Additional Rent with respect to the whole of the Leased Premises, up to and including the Termination Date. Should the Tenant fail to exercise its notice within the time and in the manner described herein, the Tenant’s option right to terminate this Lease on thirty (30) days’ prior Notice to Landlord at any time after said three hundred sixty-five (365) day period, which termination shall be null and void and effective unless prior to the expiration of no further force or effectsaid thirty (30) day period Landlord delivers possession of the Premises in the condition required in this Section 16.4.

Tenant’s Option to Terminate. Provided Article 32 of the Lease, as amended by the Amendment to Lease, is deleted effective immediately and replaced with the following: "Tenant shall have the option to terminate this Lease, effective any time after February 14, 2009 ("Option to Terminate"). Tenant may exercise its Option to Terminate only by serving notice, by fax, e-mail or otherwise in accordance with the notice provisions of the Lease, upon Landlord not less than six (6) months prior to the effective date of the termination ("Early Termination Date"). If notice is Wescom Solutions Inc. by fax or e-mail and Landlord challenges the Tenant notice on the basis that it has not assigned received the notice, the notice shall not be effective unless Tenant provides Landlord a written confirmation establishing that the notice was faxed to Landlord's correct fax number or e-mailed to Landlord's correct e-mail address. Tenant shall pay Landlord, in addition to all other amounts due Landlord through the Early Termination Date pursuant to this Lease Lease, a cancellation payment ("Cancellation Payment"). The Cancellation Payment shall be comprised of (a) the lesser of (i) an amount equal to the Base Rent and further provided Additional Rent payments that otherwise would be due for the period commencing on the Early Termination Date and ending on the expiration date of the Term of the Lease, or (ii) an amount equal to the Base Rent and Additional Rent payments that otherwise would be due for the three (3) months immediately following the Early Termination Date and (b), to compensate Landlord for the real estate brokerage commissions incurred and paid by Landlord with respect to this Second Amendment to Lease, an amount equal to the product of $831.90 multiplied times the number of months commencing with the Early Termination Date and ending with expiration date of the Term of the Lease. Tenant is not, shall pay Landlord the applicable Cancellation Payment at the time of issuance of it serves the Termination Notice (as hereinafter defined) in receipt of a written notice of default from that it is exercising this option to terminate. Upon the Early Termination Date, Tenant shall return the Premises to Landlord in accordance with the provisions requirements of this Lease which remains uncured the Lease, and the time period, if any, expressly provided for in this Lease for curing same has expired and, further, provided the Tenant has delivered written notice to the Landlord on or before the expiry Term of the sixth (6th) year of the initial Term hereof (“Termination Notice”) and delivers contemporaneously with such Termination Notice a certified cheque in an amount equal to the then unamortized portion of the Leasehold Improvement Allowance and the Additional Allowance, if any, the First Rent Free Period and the Second Rent Free Period provided for in this Lease and any real estate commissions (selling and listing fees) payable by the Landlord in connection with this Lease, plus applicable Sales Taxes, then and only then the Tenant shall have a one time only option to advance the expiry date of this Lease to be the last day of the seventh (7th) year of the initial Term hereof (“Termination Date”). Notwithstanding the delivery of the Termination Notice and consideration, the Tenant shall be responsible for performance of all of the terms, covenants and conditions contained on its part to be performed under the terms of this Lease, including the payment of all Base Rental and Additional Rent with respect to the whole of the Leased Premises, up to and including the Termination Date. Should the Tenant fail to exercise its notice within the time and in the manner described herein, the Tenant’s option to terminate this Lease shall be null deemed to have expired by lapse of time. It is expressly agreed that (1) time is of the essence of the foregoing option and void payment, and the timely serving of no further force or effectnotice of election to terminate and the timely payment of the Cancellation Payment to Landlord shall be a condition precedent to the effectiveness of Tenant's early termination of this Lease; and (2), at Landlord's election, Tenant's failure to pay the applicable Cancellation Payment within ten (10) days of written notice from Landlord shall operate to abrogate Tenant's early termination of this Lease and shall reinstate this Lease and all the terms and conditions therein as of the Early Termination Date."

Tenant’s Option to Terminate. Provided Tenant shall have the Tenant is Wescom Solutions Inc. and the Tenant has not assigned right to terminate this Lease and further provided the Tenant is not, at the time of issuance effective as of the Termination Notice last day of the seventy-second (as hereinafter defined72nd) in receipt of a written notice of default from consecutive full calendar month after the Landlord in accordance with Rent Commencement Date (being the provisions of this Lease which remains uncured and the time period, if any, expressly provided for in this Lease for curing same has expired and, further, provided the Tenant has delivered written notice to the Landlord on or before the expiry last day of the sixth (6th) Lease Year) (the effective date of such termination is herein referred to as the “End Date”), by delivery of written notice of termination to Landlord at least one (1) year prior to the End Date, time being of the initial Term hereof (essence. Tenant’s notice exercising such termination option shall be irrevocable and shall be accompanied by Tenant’s good check for the “Termination Notice”Fee” (as defined below). In calculating the Termination Fee, it will be assumed that the “Lease Costs” (as defined below) and delivers contemporaneously were financed at a fixed interest rate of ten percent (10%) per annum with such Termination Notice a certified cheque ten (10) year self-amortizing loan paid in an amount 120 equal to the then unamortized portion monthly installments, commencing on first day of the Leasehold Improvement Allowance ninth (9th) full calendar month after the Rent Commencement Date, and the Additional “Termination Fee” will be the sum of (a) the principal balance that would remain outstanding under that loan following payment of the sixty-fourth (64th) monthly installment plus (b) the product derived by multiplying three (3) times the monthly installment of Minimum Rent owing for the month in which the End Date occurs. The term “Lease Costs” means the sum of the following: (i) the Construction Allowance, if any(ii) the Abated Rent (defined in Section 4.1 hereof), the First Rent Free Period and the Second Rent Free Period provided for in this Lease and any real estate (iii) all leasing commissions (selling and listing fees) payable paid by the Landlord in connection with this Lease, plus applicable Sales Taxesand (iv) Landlord’s reasonable legal costs incurred and paid in negotiating and preparing this Lease. Notwithstanding anything to the contrary herein set forth, then and only then the Tenant shall have a one time only at Landlord’s option to advance the expiry date Tenant’s termination of this Lease pursuant to this Section 3.7 shall be ineffective if an Event of Default exists either at the last day time of Tenant’s exercise of its termination option or at the End Date. Failure of Tenant to timely exercise the option herein granted (“exercise” meaning both the giving of the seventh (7th) year of requisite notice and the initial Term hereof (“Termination Date”). Notwithstanding the delivery payment of the Termination Notice and consideration, Fee) shall constitute Tenant’s irrevocable waiver of such option. Tenant may deliver written notice to Landlord at any time after the Tenant shall be responsible for performance of all end of the terms, covenants and conditions contained on its part to be performed under sixth (6th) full calendar month after the terms of this Lease, including the payment of all Base Rental and Additional Rent with respect to the whole Commencement Date requesting Landlord’s computation of the Leased PremisesTermination Fee, up and Landlord shall deliver such computation to and including the Termination Date. Should the Tenant fail to exercise its notice within the time and in the manner described herein, the sixty (60) days after receipt of Tenant’s option to terminate this Lease shall be null and void and of no further force or effectrequest.

Tenant’s Option to Terminate. Provided the that Tenant is Wescom Solutions Inc. and not in default under the Lease beyond any applicable notice, grace or cure period on the date Tenant has not assigned this shall exercise the Termination Option, Tenant shall have a one (1) time option to terminate (the “Termination Option”) the Lease and further provided as of 11:59 p.m. on either (a) the Tenant is not, at the time of issuance last day of the seventy-second (72nd) full month following the Relocation Date or (b) the last day of the ninety-second (92nd) full month following the Relocation Date (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Notice Date”). Tenant shall exercise its Termination Option by (as hereinafter definedi) in receipt of a delivering to Landlord written notice of default from (the Landlord in accordance with the provisions of this Lease which remains uncured and the time period, if any, expressly provided for in this Lease for curing same has expired and, further, provided the Tenant has delivered written notice to the Landlord on or before the expiry of the sixth (6th) year of the initial Term hereof (“Termination Notice”) and delivers contemporaneously with of such Termination Notice a certified cheque in an amount equal election to terminate the lease on or before the date that is twelve (12) months prior to the then unamortized portion Early Termination Date and (ii) paying to Landlord the Termination Payment (hereinafter defined) within thirty (30) days following the date of the Leasehold Improvement Allowance Termination Notice. If Tenant properly and the Additional Allowance, if any, the First Rent Free Period and the Second Rent Free Period provided for in this Lease and any real estate commissions (selling and listing fees) payable by the Landlord in connection with this Lease, plus applicable Sales Taxes, then and only then the Tenant shall have a one time only option to advance the expiry date of this Lease to be the last day of the seventh (7th) year of the initial Term hereof (“Termination Date”). Notwithstanding the delivery of timely delivers the Termination Notice and considerationmakes the Termination Payment, then the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in accordance with the terms of the Lease. If Landlord fails to receive the Termination Payment as required herein, Tenant’s right to terminate hereunder shall, at Landlord’s sole option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no termination hereunder shall be effective, if a default under the Lease by Tenant beyond any applicable notice, grace or cure period shall exist as of the date on which the Termination Notice is given. Landlord and Tenant shall be responsible for performance relieved of all of the terms, covenants and conditions contained on its part to be performed obligations accruing under the terms Lease after the Early Termination Date, but all obligations of this Lease, including the payment of all Base Rental and Additional Rent with respect either party to the whole of other which accrue under the Leased Premises, up to and including Lease on or before the Early Termination DateDate shall survive such termination. Should the Tenant fail to exercise its notice within the time and in the manner described As used herein, the Tenant’s option to terminate this Lease shall be null and void and of no further force or effect.“

Tenant’s Option to Terminate. Provided the Tenant is Wescom Solutions Inc. and the Tenant has not assigned this Lease and further provided the Tenant is not, at the time of issuance of the Termination Notice (as hereinafter defined) in receipt of Section 40.01.Tenant shall have a written notice of default from the Landlord in accordance with the provisions of this Lease which remains uncured and the time period, if any, expressly provided for in this Lease for curing same has expired and, further, provided the Tenant has delivered written notice single option to the Landlord on or before the expiry of the sixth (6th) year of the initial Term hereof (“Termination Notice”) and delivers contemporaneously with such Termination Notice a certified cheque in an amount equal to the then unamortized portion of the Leasehold Improvement Allowance and the Additional Allowance, if any, the First Rent Free Period and the Second Rent Free Period provided for in this Lease and any real estate commissions (selling and listing fees) payable by the Landlord in connection with terminate this Lease, plus applicable Sales Taxes, then and only then the Tenant shall have on a one one-time only option to advance the expiry date of this Lease to basis, which termination shall be effective on the last day of the seventh (7th) year of after the initial Term hereof Rent Commencement Date (the “Termination Cancellation Date”). Notwithstanding the delivery of the Termination Notice and consideration, the Tenant shall be responsible for performance of subject to all of the termsfollowing terms and conditions: (a) if Tenant wishes to exercise its termination option hereunder, covenants Tenant must deliver to Landlord, clear and conditions contained on unconditional written notice (time being of the essence) of Tenant’s election to terminate this Lease (the “Election Notice”), given no later than twelve (12) months before the Cancellation Date (time being of the essence); (b) Landlord must have received, in full, all of Tenant’s Fixed Rent payments due and payable during the period up to the Cancellation Date; (c) upon Tenant’s timely exercise of its part termination option, the effective date for the termination of this Lease shall be the Cancellation Date; (d) in consideration of said Lease termination, Tenant must pay Landlord an amount equal to be performed under the terms sum of (X) the unamortized value of (calculated by utilizing an eight percent (8%) annual interest factor, compounded monthly in advance): (1) any ​ ​ and all costs and expenses incurred by Landlord in connection with the Landlord’s Base Building Work as provided in Article 3 hereof; (2) the Abated Rent and the Tenant Improvement Allowance; and (3) any and all reasonable legal fees and brokerage commissions paid in connection with this Lease, PLUS (Y) three (3) full calendar months of Fixed Rent payable at the annual rate of $56.82 per rentable square foot of the Premises demised as of the Cancellation Date (such aggregate sum, the “Cancellation Fee”). The Cancellation Fee shall be paid in good funds, subject to collection, by certified check payable to the order of Landlord and delivered to Landlord within ten (10) Business Date after receipt of Landlord’s calculation of the Cancellation Fee as set forth below; (e) from and after Tenant’s exercise of such termination option by Tenant’s timely delivery of its Election Notice as required herein, Tenant shall continue to timely perform all of its obligations under this Lease (including, without limitation, its Rent obligations) through and including the payment of all Base Rental Cancellation Date; and Additional Rent with respect (f) notwithstanding anything to the whole contrary contained in this Lease, Xxxxxx’s termination option hereunder shall be subject to the following additional conditions: (i) As of the Leased Premisesdate of the Election Notice (and Landlord’s receipt of the Cancellation Fee), Tenant shall not be in default of any of its Lease obligations beyond any applicable notice and cure period; (ii) If Tenant fails to properly and timely exercise its option to terminate hereunder, said option shall be null and void; (iii) Tenant’s option to terminate herein shall be personal to the named Tenant herein only (i.e., Cara Therapeutics, Inc.), and shall not be transferred or assigned to any other parties; (iv) such termination of this Lease shall not release or discharge any of Tenant’s obligations under this Lease accruing up to and including the Termination Cancellation Date. Should the Tenant fail to exercise its notice within the time and ; (v) in the manner described hereinevent that Tenant is in default of any of its Lease obligations beyond any notice and cure period on the Cancellation Date, the Landlord, at Landlord’s option, may negate Tenant’s exercise of such termination option by written notice to Tenant, in which case this Lease shall continue in full force and effect from the date of Landlord’s notice with such termination option being null and void. Within ten (10) Business Days after receipt of Xxxxxx’s written request, Landlord shall submit to Tenant a statement of the Cancellation Fee and calculating such unamortized value as set forth above, as of the Cancellation Date set forth above. Any dispute concerning the exercise by Tenant of the option to terminate this Lease (including, without limitation, the calculation of the Cancellation Fee) pursuant to this Section 40.01 shall be null and void and of no further force or effectsubmitted to arbitration pursuant to Article 25.

Tenant’s Option to Terminate. Provided the Tenant is Wescom Solutions Inc. and the Tenant has not assigned this Lease and further provided the Tenant is not, at the time of issuance of the Termination Notice (as hereinafter defined) in receipt of a written notice of default from the Landlord in accordance with the provisions of this Lease which remains uncured and the time period, if any, expressly provided for in this Lease for curing same has expired and, further, provided the Tenant has delivered written notice to the Landlord on or before the expiry of the sixth (6th) year of the initial Term hereof (“Termination Notice”) and delivers contemporaneously with such Termination Notice a certified cheque in an amount equal to the then unamortized portion of the Leasehold Improvement Allowance and the Additional Allowance, if any, the First Rent Free Period and the Second Rent Free Period provided for in this Lease and any real estate commissions (selling and listing fees) payable by the Landlord in connection with this Lease, plus applicable Sales Taxes, then and only then the Tenant shall have a one time only option the right to advance the expiry date of terminate this Lease to be in advance of the Expiration Date upon the last day of the seventh third (7th3rd) year of the initial Lease Term hereof (“"Termination Date”"). Notwithstanding , which right shall be exercisable by Tenant's giving written notice thereof to Landlord ("Termination Notice") at least 120 days prior to the delivery Termination Date; provided, however that Tenant shall not have the right to terminate provided in this Section if an Event of Default has occurred and is continuing either at the time the Termination Notice is received or as of the Termination Notice Date; and considerationprovided further, that the terms and conditions of this Section 46 are satisfied. On or before the Termination Date, Tenant shall vacate and surrender the Leased Premises to Landlord in the condition the Leased Premises are required to be responsible for performance of all returned at the expiration of the termsLease Term. Tenant agrees to pay all Rent, covenants and conditions contained on its part to be performed under whether Annual Fixed Rent or Additional Rent, which becomes payable or accrues during the terms period of this Leasetime from the date Tenant's Termination Notice is received by Landlord until the Termination Date, including the payment regardless of all Base Rental and Additional Rent with respect to the whole of whether Tenant vacates the Leased Premises, up Premises prior to and including the Termination Date. Should In addition, Tenant shall pay to Landlord, on or before the Termination Date, an amount equal to $144,535 ("Termination Fee"). In the event Tenant fail shall have previously leased the First Refusal Space pursuant to exercise its notice within Section 45, Tenant's Termination Notice also shall cause the time and in the manner described herein, the Tenant’s option Lease to terminate this Lease with respect the First Refusal Space and the Termination Fee payable by Tenant shall be null increased by the sum of the unamortized portion, as of the applicable Termination Date, of (a) all costs and void expenses incurred by Landlord in constructing improvements to the First Refusal Space (if any), and (b) all brokers' and co-brokers' commissions paid or payable by Landlord with respect to leasing the First Refusal Space to Tenant, which amounts Landlord will amortize on a straight line basis over the remaining Lease Term at the interest rate of no further force or effect10 percent (10%) per annum.