Common use of Termination Option Clause in Contracts

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 4 contracts

Samples: Lease Agreement (Viamet Pharmaceuticals Holdings LLC), Lease Agreement (Viamet Pharmaceuticals Holdings LLC), Lease Agreement (Viamet Pharmaceuticals Holdings LLC)

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Termination Option. Notwithstanding anything to Provided Tenant is the contrary contained originally named Tenant, Tenant is neither in monetary default of this LeaseLease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effect, Tenant shall have the one-time option right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of ). The “Termination Date” shall mean the last day of the sixtieth (60th) 40th full calendar month of after the Term (Commencement Date. If Tenant desires to exercise the Termination Date”)Option, by providing Tenant shall give to Landlord with irrevocable written notice of such Tenant’s exercise of the Termination Option election (the “Termination Notice”), together with the Termination Payment (as defined below). Such The Termination Notice and the Termination Payment shall be effective only if it received by Landlord no later than the date that is given to Landlord at least nine (9) full calendar 9 months prior to the Termination Date (Date, failing which the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after fully and/or timely pay the Termination Notice DeadlinePayment). As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the The “Termination Fee”) Payment” shall equal to the sum of of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) Ninety Thousand Three Hundred Twenty-Five brokerage commissions and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal attorneys’ fees incurred paid by Landlord in connection with this Lease Lease; (ii) rent concessions; and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or (iii) total cost incurred by Landlord. With respect Landlord for improvements, including the Leasehold Improvements, to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant Premises in connection with such early termination this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to such lossthe dates and deadlines set forth herein. Tenant shall continue to be liable for its obligations under this Lease Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and through including the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms Tenant shall be in default of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted then Landlord may elect, but is not obligated, by written notice to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, cancel and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be declare null and void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery exercise of the Termination Notice or as Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to the preceding sentence, this Lease and the Term shall come to an end on the Termination Date with the same force and effect as if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall apply.

Appears in 3 contracts

Samples: Confirmation of Lease (Paratek Pharmaceuticals, Inc.), Lease (Paratek Pharmaceuticals, Inc.), Lease (Paratek Pharmaceuticals, Inc.)

Termination Option. Notwithstanding anything Anything in subsection A of this Article 10 to the contrary contained notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, or if the Building shall be so damaged by fire or other casualty that, in Landlord's sole but reasonable opinion, either substantial alteration, demolition or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), or if the Building, after its proposed repair, alteration or restoration, shall not be economically viable as an office building, then in any of such events, Landlord, at Landlord's option, may, not later than sixty (60) days following the damage, give Tenant a notice in writing terminating this Lease; provided that if the Premises are not substantially damaged or rendered untenantable, Landlord may not terminate this Lease unless Landlord shall elect to terminate leases affecting at least thirty percent (30%) of the rentable office area of the Building (excluding any rentable area occupied by Landlord or its affiliates). In addition, (i) if any damage shall occur to the Premises or the Building during the last year of the Term, Landlord or Tenant shall have the one-time option to terminate this Lease by thirty (30) days prior written notice to the “Termination Option”other and (ii) Landlord shall not be obligated to repair or restore the Premises or the Building if a holder of a mortgage or underlying leasehold applies proceeds of insurance to the loan or lease payment balance, and the remaining proceeds, if any, available to Landlord are insufficient to pay for such repair or restoration. If Landlord elects to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effectupon the date set forth in such notice, and Tenant shall have no right or option vacate the Premises and surrender the same to terminate Landlord without prejudice however, to Landlord's rights and remedies against Tenant under this Lease pursuant in effect prior to this Special Stipulation Nosuch termination and any Rent owing shall be paid up to such date and any payments of Rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. 4 at any time after Upon the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to under the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord conditions provided for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by next preceding sentence, Tenant, this Termination Option 's liability for Rent thereafter accruing shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or cease as of the Termination Dateday following such damage.

Appears in 2 contracts

Samples: Agreement of Lease (Predictive Systems Inc), Agreement of Lease (Predictive Systems Inc)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the Tenant’s Termination Option”) to terminate this Lease, effective Lease as of the last day expiration of the sixtieth (60th) 60th full calendar month of the Lease Term (the “Early Termination Date”)) with respect to the entire Premises. Tenant’s Termination Option shall be exercised, if at all, by providing Landlord with (i) written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine given no later than six (96) full calendar months prior to the Early Termination Date Date, and (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice ii) Tenant’s payment to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (iA) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars the unamortized cost ($90,325.14), plus as of the Early Termination Date) of (ii1) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred brokerage commissions paid by Landlord in connection with this Lease to the brokers identified in Section 12 of the Summary, and any future amendment whereby (2) the Tenant is leasing additional spaceImprovement Allowance, (B) an amount equal to six (6) months of the then current monthly Base Rent, and (C) an amount equal to six (6) months of the then current payment for Tenant’s Share of Building Direct Expenses. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion spaceFor purposes of clause (A) above, the Transaction Costs will amortization shall be amortized computed on a straight line basis over the period commencing on the effective date first day of the Lease Term and ending on the Lease Expiration Date, with interest at the rate of eight percent (8%) per annum. The Termination Fee shall be paid to Landlord within thirty (30) days after Tenant’s delivery of its exercise notice, and if not so paid, then Tenant’s Termination Option shall be deemed to have not been validly exercised. If Tenant shall lease the Offer Space pursuant to Section 1.3, or Tenant shall otherwise lease any space in the Building in addition to the original Premises leased under this Lease, the Termination Fee shall be increased by an amount equal to the unamortized amount (as of the Early Termination Date) of any tenant improvement allowance granted by Landlord to Tenant with respect to Tenant’s lease of such expansion space through (or the expiration date cost of any work performed by Landlord in connection with Tenant’s initial occupancy of such space, as the case may be), any brokerage commissions paid by Landlord in connection with Tenant’s lease of such expansion space. It is hereby acknowledged that , and any free rental period with respect to Tenant’s lease of such amount required space, such amortization to be paid by Tenant in connection with such early termination is not computed on a penalty but a reasonable pre-estimate of straight line basis over the damages which would be incurred by Landlord as a result of such early termination of period commencing on the rent commencement date under this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this space (or, if the rent commencement date is not the first day of a calendar month, on the first day of the first full calendar month after the rent commencement date), and ending on the Lease to and through the Termination Expiration Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, together with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either interest at the time rate of the delivery of the Termination Notice or as of the Termination Date.eight percent (8%) per annum

Appears in 2 contracts

Samples: Office Lease (CrowdStrike Holdings, Inc.), Office Lease (CrowdStrike Holdings, Inc.)

Termination Option. Notwithstanding anything Provided: (i) no Event of Default; (ii) this Lease is in full force and effect; (iv) Tenant is the originally named Tenant or a Permitted Transferee Tenant has the right to terminate this Lease effective at 11:59 p.m. on the contrary contained Termination Date, in this Lease, Tenant shall have accordance with and subject to each of the one-time option following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of ). The “Termination Date” means the last day of the sixtieth (60th) 60th full calendar month of after the Term (Fixed Rent Start Date. If Tenant desires to exercise the Termination Date”)Option, by providing Tenant must give to Landlord with irrevocable written notice of such Tenant’s exercise of the Termination Option election (the “Termination Notice”), together with 50% of the Termination Payment (as defined below). Such The Termination Notice shall and 50% of the Termination Payment must be effective only if it received by Landlord no later than the date that is given to Landlord at least nine (9) full calendar 12 months prior to the Termination Date (Date, and the balance of the Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Payment must be received by Landlord no later than 15 days prior to the Termination Notice DeadlineDate, this failing which the Termination Option shall expire and be of no further force or effect, and is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after fully and/or timely pay the Termination Notice DeadlinePayment). As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the The “Termination Fee”) equal to Payment” means the sum of the unamortized (i) Ninety Thousand Three Hundred Twentyamortized on a straight-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection line basis with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9at 8%) per annum over amount as of the ninety-one (91) month term Termination Date of this Lease, and (iii) legal fees incurred by Landlord the following in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free to this Lease: (i) brokerage commissions and attorneys’ fees paid by Landlord; (ii) rent concessions; and cash allowances or similar costs and expenses provided to Tenant or (iii) total cost incurred by LandlordLandlord for improvements to the Premises, including without limitation the Leasehold Improvements (as defined in Exhibit C), plus any and all allowances to Tenant, including without limitation the Improvement Allowance (as defined in Exhibit C). With respect Tenant’s payment of the Termination Payment is a condition precedent to any future expansion space, the Transaction Costs will be amortized over the period commencing termination of this Lease on the effective date of Tenant’s lease of Termination Date, and such expansion space through obligation survives the expiration date of Tenant’s lease of such expansion spaceExpiration Date. It is hereby acknowledged Tenant acknowledges and agrees that any such amount required to be paid by Tenant in connection with such early termination the Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to such lossthe dates and deadlines set forth herein. As of the date Tenant shall continue delivers the Termination Notice, any and all unexercised rights or options of Tenant to be liable for its obligations under extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with this Lease shall immediately terminate and are automatically, without further action required by any party, null and void and of no force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph, this Lease and the Term shall come to an end on the Termination Date with the same force and through effect as if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, including, without limitation, Additional Rent that accrues pursuant to and the terms and provisions of this Lease, with all of such obligations surviving the early termination of this LeaseSection 18 shall apply. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Upon Tenant’s rights under this Special Stipulation No. 4 request after the Commencement Date, Landlord shall be effective only if notify Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery its calculation of the Termination Notice or as of the Termination DatePayment.

Appears in 2 contracts

Samples: Lease (Passage BIO, Inc.), Lease (Passage BIO, Inc.)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) right to terminate this Lease, the Lease effective as of the last day end of the sixtieth (60th) thirty-sixth full calendar month of following the Term (the “Termination Commencement Date”), by providing Landlord with giving written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Notice DeadlineFee (hereinafter defined) and which notice shall specify the termination date; provided however, this Termination Option shall expire and be of no further force or effect, and if Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Notice DeadlineFee paid to offset against any amounts owed by Tenant under the Lease. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its The Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) Fee is equal to the sum of (i) Ninety Thousand Three Hundred Twentyfour (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-Five and 14/100Dollars ($90,325.14throughs), plus (ii) the unamortized portion of the cost of all unamortized Transaction Costsleasehold improvements, as hereinafter definedleasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with this any Lease and incurred by Landlord amendment, amortized over the portion of the Term commencing with the effective date for any other expansion space leased by Tenant, all amortized using an interest the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum over (compounded annually) and then determining the ninety-one (91) month term unamortized portion thereof as of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s lease of obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such expansion space through the expiration date sums, any other amounts due and owing to Landlord and any other of Tenant’s lease obligations or liabilities accruing prior to the date of such expansion space. It is hereby acknowledged that termination shall survive any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such losstermination. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 2 contracts

Samples: Office Lease (Technest Holdings Inc), Office Lease (Technest Holdings Inc)

Termination Option. Notwithstanding anything Anything in subsection A of this Article 10 to the contrary contained notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, and if Landlord's architect determines that it will take in excess of eight (8) months to restore the Premises, or if the Building shall be so damaged by fire or other casualty that, in Landlord's opinion, either substantial alteration, demolition or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable) or the Building, after its proposed repair, alteration or restoration shall not be economically viable as an office building, then in any of such events, Landlord or Tenant, may, not later than ninety (90) days following the damage, give the other party a notice in writing terminating this Lease. In addition (i) if any material damage shall occur to the Premises or the Building during the last one (1) year of the Term, Tenant either party thereto shall have the one-time option to terminate this Lease by written notice to the other party and in such event this Lease shall terminate on the later of the date of the notice of termination or the date Tenant vacates the Premises and removes all of its property therefrom and (ii) Landlord shall not be obligated to repair or restore the “Termination Option”) Premises or the Building if a holder of a mortgage or underlying leasehold applies proceeds of insurance to the loan or lease payment balance, and the remaining proceeds, if any, available to Landlord are insufficient to pay for such repair or restoration. If Landlord elects to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effectupon the thirtieth (30th) day after such notice is given, and Tenant shall have no right or option vacate the Premises and surrender the same to terminate Landlord. If Tenant shall not be in default under this Lease pursuant to this Special Stipulation No. 4 at any time after Lease, then upon the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to under the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord conditions provided for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by next preceding sentence, Tenant, this Termination Option 's liability for Rent thereafter accruing shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or cease as of the Termination Dateday following such damage and the Rent shall be apportioned to the date that the Premises are no longer useable.

Appears in 2 contracts

Samples: Lease Agreement (Talkpoint Communications Inc), Nextvenue Inc

Termination Option. Notwithstanding anything Landlord shall notify Tenant (with a copy to Subtenant) within sixty (60) days after the contrary contained date of damage whether or not the requirements for repairs, reconstruction and restoration by Tenant described in Section 19.3 are met. If such requirements are not met, Landlord shall have the option, exercisable within sixty (60) days after the date of such damage either to: (a) notify Tenant of Landlord’s election to repair such damage, in which event this Lease shall continue in full force and effect (unless terminated by Tenant as provided below), or (b) notify Tenant, and the subtenant under the Google Sublease, of Landlord’s election to terminate this Lease as of the date of the damage. If such notice to terminate is given by Landlord, this Lease, and the Google Sublease (regardless of the Nondisturbance Agreement), shall terminate as of the date of such damage. If Landlord notifies Tenant of its intention to repair Casualty damages and Landlord reasonably estimates that such repairs cannot be completed within eighteen (18) months (plus any incremental time as may be required to restore any Non-Severable Material Alterations), Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant by delivering fifteen (15) days’ written notice to this Special Stipulation NoLandlord, in which event the Lease, and the Google Sublease (regardless of the Nondisturbance Agreement), shall terminate. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease If pursuant to the provisions above terms of this Special Stipulation No. 4Section 19.2, in addition Landlord notifies Tenant of Landlord’s intention to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five repair Casualty damages and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is Google Sublease are not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues terminated pursuant to the above terms of this LeaseSection 19.2, then Landlord shall repair, reconstruct and restore the Premises, including Non-Severable Material Alterations but excluding other Alterations and Tenant’s Property, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal reasonable diligence, to the named Tenantextent of available insurance proceeds, and in so that the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 same shall be effective only if Tenant is not reasonably comparable in a default (regardless of any notice and/or cure period) under quality, value and utility to the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DatePremises immediately prior to such Casualty damage.

Appears in 2 contracts

Samples: Commercial Lease (Silicon Graphics Inc), Google Inc.

Termination Option. Notwithstanding anything to Provided that, as of the contrary contained Termination Date (as defined below), Tenant is not in default (beyond any applicable notice and cure period) under the terms of this Lease, Tenant shall have the a one-time option (the “Termination Option”) to terminate this Lease, Lease effective as on the date that is eighty-five (85) months after the Commencement Date of the last day of the sixtieth (60th) full calendar month of the Term this Lease (the “Termination Date”), . Said option shall only be exercisable by providing Tenant giving Landlord with written notice of such Termination Option Tenant’s election to terminate the Lease (the “Termination Notice”). Such , which Termination Notice shall must be effective only if it is given to received by Landlord at least nine twelve (912) full calendar months prior to the Termination Date (Date, time being of the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadlineessence with respect thereto. As consideration for and a condition precedent to any termination of this Landlord granting to Tenant the option to terminate the Lease pursuant as set forth herein, the Termination Notice shall be accompanied by a certified or cashier’s check made payable to the provisions order of this Special Stipulation Nothe Landlord in the amount of the Termination Payment (as defined below). 4Failure of Tenant to timely deliver the Termination Notice and/or the Termination Payment shall terminate any option or right Tenant may have hereunder. In the event Tenant delivers the Termination Notice and the Termination Payment to Landlord in a timely manner, in addition Tenant shall nonetheless be responsible to Tenant’s delivery continue to comply with all of the terms and conditions and perform all of its obligations contained in the Lease, including, but not limited to, the payment of Rent, through and including the Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectivelyDate. For the purposes hereof, the “Termination Fee”) Payment” shall mean an amount equal to the sum of the following: (i) Ninety Thousand Three Hundred Twenty-Five the unamortized portion of the cost of Landlord’s Improvements identified in EXHIBIT C attached hereto and 14/100Dollars ($90,325.14), all architectural and space planning fees incurred by Landlord with respect thereto; plus (ii) the unamortized portion of the free Base Rent for the tenth (10th) and part of the eleventh (11th) months of the Term, which totaled Fifty-Four Thousand Two Hundred Forty-Three and 20/100 Dollars ($54,243.20); plus (iii) the unamortized portion of any leasing commissions related to this Lease; plus (iv) the unamortized portion of all unamortized Transaction Costslegal fees and costs incurred with the drafting, as hereinafter definednegotiation, incurred in connection with and completion of this Lease Lease. For purposes of determining the foregoing components of the Termination Payment, Landlord shall utilize a hypothetical amortization period of one hundred twenty (120) months and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine ten percent (910%) per annum over ), with the ninetybalance as of the eighty-one fourth (9184th) month term being the unamortized portion that is due with respect to each component of this Leasethe Termination Payment. Within ninety (90) days after the Commencement Date, Landlord shall deliver to Tenant in writing and (iii) legal fees Tenant shall acknowledge in writing the actual amount of the Termination Payment based on the actual costs incurred by Landlord and based on the foregoing amortization formula. The option to terminate contained in connection with this Lease and any future amendment whereby Tenant Paragraph is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided personal to Tenant and is not transferable by any assignment or incurred by Landlordsubletting (other than to a Permitted Transferee). With respect to any future expansion space, In the Transaction Costs will be amortized over the period commencing on the effective date event of an assignment or subletting of Tenant’s lease of such expansion space through interest under the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible other than to calculate more precisely) anda Permitted Transferee), in that regard, constitutes liquidated damages with respect the option to such loss. Tenant terminate contained herein shall continue to be liable for its obligations under this Lease to null and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 2 contracts

Samples: Lease Agreement (Connecture Inc), Lease Agreement (Connecture Inc)

Termination Option. Notwithstanding anything If (a) as of the date of the delivery of Tenant’s Termination Notice (defined below) to Landlord, Tenant has been acquired in a bona fide, arms-length, third-party transaction; or (b) Tenant has in good faith and within the six (6) months prior to the contrary contained delivery of Tenant’s Termination Notice submitted a written request to Landlord seeking to enter into a lease for additional space at the Building and/or the Property, and a space of the square footage and use sought by Tenant is not, in this LeaseLandlord’s reasonable determination, available for lease as of the Effective Termination date (defined below), then in either case Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, Lease effective as of the last day prior to the seventh (7th) anniversary of the sixtieth (60th) full calendar month of the Term Rent Commencement Date (the “Effective Termination Date”), ) by providing Landlord with no fewer than six (6) months’ prior written notice of such Termination Option election termination (the “Tenant’s Termination Notice”), subject to the terms and conditions of this Article 18. Such On or before the Effective Termination Date, Tenant shall pay to Landlord the Termination Fee (defined below). If Tenant timely and properly exercises its Termination Option and timely pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date as if such date were the original expiration date for all purposes under the Lease. If Tenant fails to timely give Tenant’s Termination Notice shall be effective only if it is given or to Landlord at least nine (9) full calendar months prior to timely pay the Termination Date Fee (either of which conditions may be waived in Landlord’s sole discretion), Tenant’s exercise of the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire be null and be of no further force or effectvoid, and Tenant shall have no right or further option to terminate this the Term of the Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant prior to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the original expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord thereof, except as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateotherwise set forth herein.

Appears in 2 contracts

Samples: Lease (Arcellx, Inc.), Lease (Arcellx, Inc.)

Termination Option. Notwithstanding anything to the contrary contained Tenant (so long as Tenant is not then in this Lease, Tenant default hereunder) shall have the one-time option (the “Termination Option”) right to terminate this Lease, Lease effective as of the last day end of the sixtieth thirty-ninth (60th39th) full calendar month next following the Commencement Date of the Term this Lease or Amendment (the “Termination Date”), ) by providing Landlord with delivery of a written termination notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given ) to Landlord at least nine six (96) full calendar months prior to the Termination Date (Date. In the “Termination Notice Deadline”); accordinglyevent of any such termination, if Tenant has not given its Termination Notice shall pay to Landlord prior to one-half (1/2) of the Termination Notice Deadline, this Termination Option shall expire Fee (defined below) within ten (10) days after Tenant’s receipt of the Calculation Statement (as hereafter defined) and be the remaining one-half (1/2) of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice DeadlineFee upon the actual date of the termination. As a condition precedent to any In the event that Tenant exercises the right of termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s by delivery of its the Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a the termination fee (collectively, the “Termination Fee”) ), payable by Tenant to Landlord, shall be equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars an amount equal to two ($90,325.14)2) months of the then Basic Rent, plus (ii) the unamortized portion of (x) all unamortized Transaction Costsimprovements to the Premises (both initial space and any subsequent expansion space) paid for by Landlord, as hereinafter defined, incurred in connection with (y) all leasing and brokerage commissions and expenses relating to this Lease and incurred paid for by Landlord (including the initial Premises and any subsequent Refusal Space), and (z) all design, construction, management and space planning fees and expenses relating to the construction or improvement of the Premises (and any subsequent expansion space) paid for any other expansion space leased by TenantLandlord (the sum of the costs described in items (x), all (y) and (z) above being referred to as the “Total Costs”),. The unamortized portion of the Total Costs shall be the balance of the Total Costs remaining to be amortized as of the Termination Date with the amortization period beginning on the Commencement Date and ending on the Termination Date. Such amortization shall be calculated using the even payment method at an interest rate of nine equal to Ten percent (910%) per annum over the ninety-one (91) month term of this Leaseannum, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of all such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required payments having been assumed to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and made through the Termination Date. Within thirty (30) days after the delivery of the Termination Notice, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted Landlord prepare and deliver to Tenant under Landlord’s calculation of the Termination Fee (“Calculation Statement”), which shall be final and binding, absent manifest error. Failure of Tenant to give timely notice as required or to pay the Termination Fee, as noted ABOVE, within the respective time periods set forth herein, shall render this Special Stipulation No. 4 are personal to the named TenantRider, and in the event of any assignment of this Lease or sublease by Tenantrights contained herein, this Termination Option shall thenceforth be null and void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Additionally, Tenant is not in a default (regardless agrees to fully and faithfully perform all of any notice and/or cure period) its obligations under the Lease, either at Lease for the time of the delivery period commencing upon receipt of the Termination Notice or and ending on the Termination Date. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. AMENDMENT TO OFFICE LEASE STATE OF TEXAS ) ) COUNTY OF DALLAS ) THIS AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of the Termination 8th day of November, 2012 (the “Amendment Date”), by and between COP-SPECTRUM CENTER, LLC (“Landlord”) as landlord and TC LOAN SERVICE LLC (“Tenant”), as tenant.

Appears in 2 contracts

Samples: Office Lease (Elevate Credit, Inc.), Office Lease (Elevate Credit, Inc.)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option to terminate this Lease (the “Termination Option”) to terminate this Lease, effective as of the last day of date that is thirty-six (36) months after the sixtieth (60th) full calendar month of the actual Term Commencement Date (the “Termination Date”), ) by providing Landlord with no less than nine (9) months’ prior written notice of such Termination Option election (the “Termination Notice”). Such Simultaneously with delivery of the Termination Notice Notice, Tenant shall deliver to Landlord the Termination Fee (as defined below) as consideration for and a condition precedent to such early termination. The “Termination Fee” means an amount equal to the unamortized amounts (as of the Termination Date) of (a) the Tenant Improvement Costs (as defined below) and (b) any brokers’ commission payable in connection with this Lease, which amounts shall be effective only if it is given calculated by amortizing the same on a straight-line basis commencing on the actual Term Commencement Date and ending on the Term Expiration Date. The Termination Fee will be calculated and confirmed by the parties in the Acknowledgement (as defined below). If Tenant fails to timely deliver to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadlineor the Termination Fee, this then the Termination Option shall expire automatically terminate and be of no further force or effect, and . If Tenant shall have no right or option timely delivers to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Landlord the Termination Notice Deadlineand the Termination Fee, then Tenant shall surrender the Premises to Landlord on or before the Termination Date in accordance with all of the terms and conditions of this Lease. As a condition precedent to any termination If Tenant does not so surrender the Premises in accordance with all of the terms and conditions of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances on or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through before the Termination Date, includingthen Tenant, without limitation, Additional Rent that accrues pursuant to Article 27, shall become a tenant at sufferance until the actual date (the “Surrender Date”) that Tenant surrenders the Premises to Landlord in accordance with the terms of this Lease, with all of such obligations surviving the early termination and conditions of this Lease. The rights granted If Tenant timely delivers to Tenant under Landlord the Termination Notice and the Termination Fee, then this Special Stipulation No. 4 are personal to Lease shall terminate on the named Tenantlater of (a) the Termination Date and (b) the Surrender Date, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth thereafter be void and of no further force or effect, except for those provisions that, by their express terms, survive the expiration or earlier termination of this Lease. Tenant’s rights under Notwithstanding anything in this Special Stipulation No. 4 Section to the contrary, Tenant shall not be effective only if permitted to exercise the Termination Option during such period of time that Tenant is not in a default (regardless under any provision of any notice and/or cure period) under the this Lease, either at the time of the delivery . Any attempted exercise of the Termination Notice Option during a period of time in which Tenant is so in default shall be void and of no force or effect. The Termination Option is personal to AdHarmonics, Inc. and may not be exercised by any assignee, sublessee or transferee of this Lease, except by a Tenant Affiliate (as defined below) subsequent to an Exempt Transfer (as defined below) with such Tenant Affiliate or by an assignee of this Lease subsequent to an assignment in accordance with all of the Termination Dateterms and conditions of Article 29 below.

Appears in 2 contracts

Samples: Lease (EverQuote, Inc.), Lease (EverQuote, Inc.)

Termination Option. Notwithstanding anything to Provided Sublessee fully and completely satisfies each of the contrary contained conditions set forth in this LeaseSection 8, Tenant Sublessee shall have the one-one time option (the “Termination Option”) to terminate the Sublease as to the Expansion Space only (i.e., this Lease, Termination Option will not apply to the Existing Premises) effective as of the last day of the sixtieth (60th) full calendar month of the Term December 31, 2021 (the “Termination Date”). In order to exercise the Termination Option, by providing Landlord with Sublessee must fully and completely satisfy each and every one of the following conditions: (a) Sublessee must give Sublessor written notice of such Termination Option election (the “Termination Notice”). Such ) on or before December 31, 2020, (b) at the time of the Termination Notice Sublessee shall not be effective only if it is given to Landlord in default under the Sublease, nor shall any circumstance exist that, with the giving of notice, the passage of time, or both, would constitute a default under the Sublease beyond any applicable notice and cure period, (c) at least nine the time of the Termination Notice and, at Sublessor’s option, as of the Termination Date, the Sublease shall not have been assigned nor shall the Premises have been further sublet (9) full calendar months unless any further sublease contains an express provision terminating such sublease prior to the Termination Date and Sublessee delivers the Expansion Space to Sublessor on the Termination Date free from any occupancy or right of occupancy by third parties claiming through Sublessee), and (d) concurrently with Sublessee’s delivery of the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior Sublessor, Sublessee shall pay to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as Sublessor a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Six Hundred Thousand Three Hundred Twenty-Five and 14/100Dollars Dollars ($90,325.14600,000.00), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for . If Sublessee fails to satisfy any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion spaceforegoing conditions, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery exercise of the Termination Notice or as Option will be null and void at the option of the Termination DateSublessor.

Appears in 2 contracts

Samples: Gossamer Bio, Inc., Gossamer Bio, Inc.

Termination Option. Notwithstanding anything Subject to the contrary contained in terms of this LeaseRider, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, Lease effective as of upon the last day of the sixtieth (60th) full calendar month of the Term date (the “Termination Date”), by providing ) which is the last day of the twenty-fourth (24th) full calendar month during the Lease Term by: (i) notifying Landlord with written notice of such Termination Option election (the “Notification”) in writing of Tenant’s exercise of the Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord Option at least nine four (94) full calendar months prior to the Termination Date Date; and (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice ii) paying to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4Landlord, in addition to Tenant’s cash or its equivalent, concurrently with delivery of its Termination Noticethe Notification, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an leasing costs (bearing interest rate of nine at ten percent (910%) per annum over the ninety-one (91compounded monthly) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such lossthe Lease and/or Tenant’s occupancy of the Leased Premises. Should Tenant exercise the Termination Option in accordance with the foregoing terms and provisions, the Lease shall continue to be liable for its obligations under this Lease to and through terminate on the Termination Date, includingand neither Landlord nor Tenant shall have any further liability or obligation under the Lease after the Termination Date; provided, without limitationhowever, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to neither Landlord nor Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless relieved of or from any notice of its obligations, covenants and/or cure period) liabilities arising under the Lease, or in any way relating to the Leased Premises, which accrue on or prior to the Termination Date, including without limitation any obligation of indemnity or reimbursement arising under the Lease. If Tenant fails to exercise the Termination Option in accordance with all terms and provisions of the foregoing paragraph, then the Termination Option shall be deemed void and Tenant shall have automatically and forever waived Tenant’s right to exercise the Termination Option. Notwithstanding any provision of the Lease or of this Rider to the contrary, Tenant shall not be entitled to exercise the Termination Option if: (i) any event of default exists either at the time of the delivery of the Termination Notice Notification or as of on the Termination Date; (ii) Tenant is not then occupying the entire Leased Premises; and/or (iii) Tenant has assigned any of its interest in this Lease or sublet any portion of the Leased Premises.

Appears in 2 contracts

Samples: Office Lease (Pc Connection Inc), Office Lease (Pc Connection Inc)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, (a) Tenant shall have the one-time option right (the each a “Termination Option”) ), at its sole option, to terminate this Lease, effective as the Lease in respect of a portion of the last day of the sixtieth (60th) full calendar month of the Term Premises (the “Terminated Premises”) (it being understood and agreed that for purposes of this Article 10, the term Premises shall be deemed to include the Original Premises and all of the Additional Premises, irrespective of whether the applicable Additional Premises Commencement Date has occurred with respect thereto) consisting of up to two entire floors of the Premises (other than the 64th Floor Premises, the 48th Floor Premises and the 49th Floor Premises) located in the 30 Building and/or the 600 Building, provided that if such floors are located in the same building, such floors shall be contiguous to each other (but only to the extent that there are any such contiguous floors of the Premises in such building), which termination shall be effective upon July 1, 2011 in the case of any Terminated Premises located in the 600 Building and upon May 31, 2012 in the case of any Terminated Premises located in the 30 Building (each such date, a “Termination Option Date”), by providing delivering an irrevocable notice or notices (each a “Termination Option Notice”) to Landlord with written notice on or prior to July 1, 2011 terminating the Lease in respect of the Terminated Premises (time being of the essence in respect of such notices), which applicable Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to designate the Terminated Premises in question. Upon the Termination Date Option Date, the fixed rent, Landlord’s Extension Contribution and Tenant’s Area shall be appropriately reduced to reflect the termination of the Lease in respect of the Terminated Premises (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to and Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right obligation to perform any Extension Work or option to terminate this Lease pursuant to this Special Stipulation NoExpansion Extension Work, as applicable, in the Terminated Premises). 4 at any time after In the event that Tenant shall give the Termination Option Notice Deadline. As a condition precedent to any termination and shall otherwise comply with the conditions of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date exercise of Tenant’s lease right to terminate the Lease in respect of such expansion space through any Terminated Premises, as provided hereunder, the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant Lease in connection with such early termination is not a penalty but a reasonable pre-estimate respect of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible Terminated Premises shall come to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to an end and through expire on the Termination Option Date, includingwith the same force and effect as if said date were the Extended Expiration Date set forth in this Amendment, without limitation, Additional Rent that accrues unless sooner terminated pursuant to any other term, covenant or condition of the Lease or pursuant to law; provided, however, the terms and conditions of this the Original Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenantextent applicable, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default deemed applicable to the Terminated Premises without giving affect to this Amendment (regardless of any notice and/or cure period) under and the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datemodifications contemplated hereunder).

Appears in 2 contracts

Samples: Lease (Lazard Group LLC), Lease (Lazard LTD)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time an option to terminate this Lease (the “Termination Option”) for a period commencing on the Lease Commencement Date and ending on the fourth (4th) anniversary of the Rent Commencement Date (the “Termination Option Period”). Tenant shall be entitled to terminate this Leaseexercise the Termination Option by giving notice to Landlord prior to the expiration of the Termination Option Period. If Tenant exercises the Termination Option, (a) the termination of the Lease shall be effective as of the last day fifth (5th) anniversary of the sixtieth (60th) full calendar month of the Term Rent Commencement Date (the “Termination Date”), by providing (b) Tenant shall continue to meet all of its obligations under the Lease, including the payment of Rent, through the Termination Date and (c) on the Termination Date, Tenant will pay Landlord with written notice the remaining unamortized portion of such Termination Option election the Tenant Improvement Allowance, the remaining Additional Allowance, if any, and leasing commissions (the “Termination NoticePenalty”), based on an eighty-four (84) month amortization period for the Premises and the actual lease term of any Expansion Space (calculated using a flat average, with no interest). Such The Termination Notice Penalty shall be effective only if it is given pro rated based on the actual rentable square footage leased by Tenant under this Lease on the Termination Date. Tenant’s right to Landlord at least nine exercise the Termination Option shall be subject to the conditions that (9i) full calendar months no voluntary or involuntary petition in bankruptcy naming Tenant as debtor has been filed, and no general assignment for the benefit of creditors has been made by Tenant prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this the Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to not be liable for its obligations in Default under this the Lease to beyond any applicable cure period provided in the Lease at the time Tenant exercises the Termination Option and through the Termination Date, includingand if Tenant is in Default beyond any applicable cure period during such period, without limitationthen any effort to exercise the Termination Option, Additional Rent that accrues pursuant whether occurring before or after any such Default by Tenant, shall be null and void. Notwithstanding the foregoing to the terms of this Leasecontrary, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event Tenant is in Default but is diligently pursuing the cure of any assignment of this Lease or sublease by Tenantsuch default, this Tenant may exercise the Termination Option shall thenceforth be void and of provided that such Default is cured by Tenant within a reasonable time thereafter but in no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of event later than the Termination Date.

Appears in 1 contract

Samples: Lease (Nuvelo Inc)

Termination Option. Notwithstanding anything the identification of the Premises as is set forth and defined in Section 1.1(a) hereof, until the earlier of (1) that date on which Tenant commences construction of the Tenant Work (as defined in Exhibit C attached hereto and made a part hereof), or (ii) January 15, 2003 (or, if later, ten (10) calendar days after Landlord has executed this Lease and delivered it to the contrary contained in this LeaseTenant), Tenant shall have the one-one time option right, by providing written notice to Landlord (the “Termination OptionContraction Notice”) (which Contraction Notice must be provided, if at all, not later than January 15, 2003 or, if later, ten (10) calendar days after Landlord has executed this Lease and delivered it to terminate this LeaseTenant), effective as to remove from the Premises that portion of the last day Premises comprising approximately one half (1/2) of the sixtieth fourth (60th4th) full calendar month floor of the Term Building as is shown on Exhibit H attached hereto (for purposes of this Section 36, the “Termination DateContraction Premises), ) as well as all or a portion of the Lower Level Space and all or a portion of the Storage Space that may be taken by providing Landlord with written notice of such Termination Option election (Tenant hereunder. In the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to event Tenant timely delivers the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Contraction Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, (i) Landlord and Tenant shall have no right or option execute an amendment to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after deleting the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to Contraction Premises from the provisions of this Special Stipulation No. 4force and effect hereof, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectivelyand reducing the Security Deposit, the “Termination Fee”) equal to the sum of Advance Deposit and Leasehold Improvement Allowance (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)as such term is defined in Exhibit C on account thereof, plus (ii) all unamortized Transaction CostsTenant shall reimburse Landlord for any space planning, as hereinafter defined, engineering and architectural fees incurred at Tenant’s specific request in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this LeaseContraction Premises, and (iii) legal fees incurred by Tenant shall cause Tenant’s broker identified in Section 33 hereof to return to Landlord any commission previously paid to Tenant’s broker on account of the Contraction Premises. In the event Tenant fails to make payment of the amounts set forth in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, subsection (ii) and/or (iii) within fifteen (15) days of the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of the Contraction Notice, Landlord shall have the right to deduct such expansion space through amount(s) from the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateLeasehold Improvement Allowance.

Appears in 1 contract

Samples: Deed of Lease (NCI, Inc.)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-a one (1) time option to terminate this Lease (the “Termination Option”) to terminate this Lease, effective as of on the last day of the sixtieth eighty-fourth (60th84th) full calendar month of the Initial Term (the “Termination Date”), by providing provided that (a) Tenant shall give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Notice shall be effective only Option, if it is given to Landlord at least nine all, no less than twelve (912) full calendar months prior to the Termination Date Date, (b) Tenant shall not be in default under the “Termination Notice Deadline”); accordingly, if terms of this Lease (after the lapse of any applicable notice and cure periods) at the time Tenant has not given its delivers the Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the between delivery of the Termination Notice and the Termination Date, (c) concurrently with Tenant’s delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord fifty percent (50%) of the Termination Fee (as hereinafter defined), and (d) on or prior to the Termination Date, Tenant shall pay to Landlord the remaining fifty percent (50%) of the Termination Fee. As used herein, “Termination Fee” shall mean a termination fee in the amount of (i) Three Million Eight Hundred Thirty-Nine Thousand Four Hundred Twenty-Six and 10/100 Dollars ($3,839,426.10) (i.e., fifteen (15) months of the Basic Rent payable hereunder as of the Termination Date.) plus (ii) fifteen (15) months of Tenant’s Percentage of Operating Expenses and Real Property Taxes payable hereunder as of the Termination Date. The Termination Option is personal to the Original Tenant, may be exercised only by the Original Tenant, and may not be transferred in connection with any Transfer or exercised by any Transferee. Time is of the essence with respect to the Termination Option. [signatures on following page]

Appears in 1 contract

Samples: Lease Agreement (Anaptysbio, Inc)

Termination Option. Notwithstanding anything to If the contrary contained in this Lease, Tenant shall have Substantial Completion Date has not occurred on or before the one-time option date which is 120 days after the Commencement Date (the “Termination Option”) to "Outside Completion Date"), then Tenant, as its sole remedy, may terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), Lease by providing giving Landlord with written notice of such Termination Option election (termination on or before the “Termination Notice”). Such Termination Notice shall be effective only if it is given earlier to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of occur of: (i) Ninety Thousand Three Hundred Twenty-Five five (5) Business Days after the Outside Completion Date; and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Coststhe Substantial Completion Date. In such event, as hereinafter defined, incurred in connection with this Lease shall be deemed null and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights and effect and, so long as Tenant has not previously defaulted under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless any of any notice and/or cure period) its obligations under the Work Letter, Landlord shall return the Security Deposit to Tenant as described in this Lease, either at Landlord shall reimburse to Tenant any Base Rental and Tenant's Pro Rata Share of Taxes and Operating Expenses paid by Tenant for the time of the delivery of the Termination Notice or period commencing as of the Termination Commencement Date through the date of termination described above for any portion of the Premises not occupied by Tenant during such period, and the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. Landlord and Tenant acknowledge and agree that the Outside Completion Date shall be postponed by the number of days the Substantial Completion Date is delayed due to events of Force Majeure. Further, if Landlord shall be delayed in substantially completing the Landlord Work in the Premises as a result of any Tenant Delays (defined below), then, for purposes of determining the Substantial Completion Date, the date of substantial completion of the Landlord Work in the Premises shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Tenant Delay(s) . Notwithstanding anything herein to the contrary, if Landlord determines that it will be unable to cause the Substantial Completion Date to occur by the Outside Completion Date, Landlord shall have the right to immediately cease its performance of the Landlord Work and provide Tenant with written notice (the "Outside Extension Notice") of such inability, which Outside Extension Notice shall set forth the date on which Landlord reasonably believes that the Substantial Completion Date will occur. Upon receipt of the Outside Extension Notice, Tenant shall have the right to terminate this Lease by providing written notice of termination to Landlord within five (5) Business Days after the date of the Outside Extension Notice. If Tenant does not terminate this Lease within such five (5) Business Day period, the Outside Completion Date shall automatically be amended to be the date set forth in Landlord's Outside Extension Notice.

Appears in 1 contract

Samples: Office Lease Agreement (Viewlocity Inc)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the Tenant’s Termination Option”) to terminate this Lease, effective Lease as of the last day expiration of the sixtieth (60th) 84th full calendar month of following the Term Rent Commencement Date for Increment 1 (the “Early Termination Date”)) with respect to the entire Premises then demised under the Lease, except that Tenant’s Termination Option shall not apply to any First Refusal Space or Expansion Option Space delivered to Tenant on or after the first anniversary of the Rent Commencement Date for Increment 1. Tenant’s Termination Option shall be exercised, if at all, by providing Landlord with (i) written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine given no later than twelve (912) full calendar months prior to the Early Termination Date Date, and (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice ii) Tenant’s payment to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (iA) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars the unamortized cost ($90,325.14), plus as of the Early Termination Date) of (ii1) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred brokerage commissions paid by Landlord in connection with this Lease to the brokers identified in the Section 1.10 of the Lease, and any future amendment whereby (2) the Allowance disbursed by Landlord pursuant to the Work Letter, (B) an amount equal to the Base Rent, Taxes, Expenses and parking charges that would have been paid by Tenant is leasing additional space. “Transaction Costs” shall include generallyfor the three (3) calendar months following the Early Termination Date (as reasonably estimated by Landlord in the case of Taxes and Expenses), without limitationand (C) Three Hundred Seventy-One Thousand Five Hundred Seventy-Two Dollars ($371,572.00), any tenant improvement allowance, turnkey construction costs, leasing commissions, which amount the parties agree to be the unamortized amount of free rent (and cash allowances or similar costs and expenses provided interest thereon at the rate set forth below) granted to Tenant or incurred by Landlord. With with respect to any future expansion space(i) Increment 1 for the period from the Rent Commencement Date applicable thereto (assuming such Rent Commencement Date is January 15, 2014) through June 30, 2014 (i.e., the Transaction Costs will period during which Base Rent for Increment 1 is abated), and (ii) Increment 2 for the period from the Rent Commencement Date applicable thereto (assuming such Rent Commencement Date is May 15, 2014) through June 30, 2014 (i.e., the period during which Base Rent for Increment 2 is calculated on the basis of 15,433 rentable square feet rather than 58,073 rentable square feet). For purposes of clause (A) above, the amortization shall be amortized computed on a straight line basis over the period commencing on the effective date Rent Commencement Date for Increment 1 and ending on the Termination Date, with interest at the rate of 5% per annum. The Termination Fee shall be paid to Landlord concurrently with Tenant’s delivery of its exercise notice, and if not so paid, then at Landlord’s option Tenant’s Termination Option shall be deemed to have not been validly exercised. Within thirty (30) days after Tenant’s request, but not sooner than the 70th full calendar month following the Rent Commencement Date for Increment 1, Landlord shall give notice to Tenant of the dollar amounts of the items specified in clauses (ii)A,1, 2 and 3 above, as well as the dollar amounts of the corresponding items applicable to First Refusal Space or Expansion Option Space that is delivered to Tenant prior to the first anniversary of the Rent Commencement Date for Increment 1, as set forth in the next paragraph. Using such information, the parties shall cooperate with each other to determine and agree upon the actual amount of the Termination Fee, but Tenant shall in any event remain obligated to pay the Termination Fee concurrently with Tenant’s delivery of its exercise notice as set forth above. If Tenant shall lease any First Refusal Space or Expansion Option Space that is delivered to Tenant prior to the first anniversary of the Rent Commencement Date for Increment 1, then, as set forth above, Tenant’s Termination Option shall apply to such space, and the Termination Fee shall be increased by an amount equal to the sum of (A) unamortized amount (as of the Early Termination Date) of any tenant improvement allowance granted by Landlord to Tenant with respect to Tenant’s lease of such expansion space through (or the expiration date cost of any work performed by Landlord in connection with Tenant’s initial occupancy of such space, as the case may be), any brokerage commissions paid by Landlord in connection with Tenant’s lease of such expansion space. It is hereby acknowledged that , any free rental period with respect to Tenant’s lease of such amount required space, any free parking period with respect to Tenant’s lease of such space, such amortization to be paid by Tenant in connection with such early termination is not computed on a penalty but a reasonable pre-estimate of straight line basis over the damages which would be incurred by Landlord as a result of such early termination of period commencing on the rent commencement date under this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to space (or, if the rent commencement date is not the first day of a calendar month, on the first day of the first full calendar month after the rent commencement date), and through ending on the Termination Date, includingtogether with interest at the rate of 5% per annum, without limitation, Additional Rent that accrues pursuant and (B) an amount equal to the terms of this LeaseBase Rent, with all of Taxes and Expenses and parking charges that would have been paid by Tenant for such obligations surviving space for the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to three (3) calendar months following the named Tenant, and Early Termination Date (as reasonably estimated by Landlord in the event case of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void Taxes and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateExpenses).

Appears in 1 contract

Samples: Office Lease Agreement (Zulily, Inc.)

Termination Option. Notwithstanding anything Tenant may elect to the contrary contained in terminate this Lease, Tenant shall have the one-time option Lease (the “Termination Option”) to terminate this Lease, effective as of on the last day of the sixtieth (60th) 41st full calendar month of the Term (Initial Term, referred to herein as the “Early Termination Date”). To effectively exercise Tenant’s Termination Option, by providing Tenant shall give Landlord with written notice of such Termination Option election (the Termination Tenant’s Notice”). Such Termination Notice shall be effective only if it is given to Landlord ) at least nine (9) full calendar six months prior to the Early Termination Date Date, and further provided that: (1) on or before the Early Termination Notice Deadline”); accordinglyDate, if Tenant has not given its Termination Notice paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to concurrently with Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as Notice a termination fee (collectively, the “Termination Fee”) equal to the sum of to: (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)four months’ then current Base Rent, plus (ii) all 4 months’ then estimated payments of Operating Expenses as determined by Landlord, plus (iii) the unamortized Transaction Costsportion of Landlord’s Costs calculated by amortizing Landlord’s Costs on a straight-line basis over the Initial Term, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an plus interest thereon at the rate of nine percent (9%) 8% per annum over the ninety-one (91) month term of annum. “Landlord’s Costs” means Landlord’s costs related to this Lease, including, but not limited to: costs of any improvements to the Premises paid by Landlord (all improvements allowances, the TI Allowance and other costs of improvements to the Premises paid by Landlord) and the Funded Excess TI Costs (except to the extent previously reimbursed by Tenant to Landlord), Rent abated during the Abated Rent Period, legal costs, and leasing commissions. Tenant’s right to exercise the Termination Option is conditioned on: (i) no Event of Default existing at the time of exercise of the Termination Option or on the Early Termination Date; (ii) Tenant not having exercised the Construction Option; and (iii) legal fees incurred by Landlord in connection with this Tenant not having subleased or vacated more than 25% of the Premises or assigned its interest under the Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances as of the date of exercise of the Termination Option or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Early Termination Date. Upon Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate exercise of the damages which would be incurred by Termination Option, Tenant will deliver possession of the Premises to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, on the Early Termination Date in that regard, constitutes liquidated damages accordance with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of the Lease and all other terms and provisions will apply as if the Lease had expired according to its terms, including Tenant’s obligation for payment of Operating Expenses attributable to periods prior to the Early Termination Date at such time as such obligation is determined. Tenant’s right to terminate the Lease pursuant to this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted Termination Option is personal to Tenant under this Special Stipulation Noand may not be assigned. 4 are personal to the named Tenant, and in In the event of any an assignment of this the Lease or sublease by a subletting or vacation of more than 25% of the Premises or upon Tenant’s exercise of the Expansion Option or Construction Option, this Termination Option shall thenceforth be void is null and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datevoid.

Appears in 1 contract

Samples: Lease (Dot Hill Systems Corp)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option right to terminate the Lease with respect to the entire Premises (and not a portion) (the “Early Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth sixth (60th6th) full calendar month of the Term Lease Year (the “Early Termination Effective Date”)) in accordance with the terms and provisions of this paragraph 2.2.3. The Early Termination Option may be exercised, if at all, by providing Landlord with written notice of such Termination Option election (the “Early Termination Notice”). Such Termination Notice shall be effective only if it is given ) delivered to Landlord at least nine no later than twelve (912) full calendar months prior to the Early Termination Effective Date and no earlier than fifteen (15) months prior to the Early Termination Effective Date. Tenant’s right to terminate the Lease with respect to the entire Premises as of the Early Termination Effective Date is contingent upon (a) there being no Event of Default as of the Early Termination Notice and the Early Termination Effective Date, and (b) Tenant paying to Landlord the “Termination Notice Deadline”Consideration” (as hereinafter defined); accordingly, if Tenant has not given its which shall be due within thirty (30) days of the delivery of the Early Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effectNotice, and Tenant Tenant’s failure to timely pay any such Termination Consideration shall have no right or option to terminate this Lease conclusively be deemed Tenant’s irrevocable waiver of its early termination rights pursuant to this Special Stipulation Noparagraph 2.2.3. 4 at any time after The “Termination Consideration” shall be the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an remaining unamortized amount as a termination fee (collectively, of the Early Termination Fee”) equal to Date based on the sum amortization of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars 100% of the Tenant Improvement Allowance ($90,325.14defined in Exhibit B of this Lease), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred leasing commissions paid by Landlord for any other expansion space leased by to Tenant’s Broker and Landlord’s Broker, all (iii) reasonable legal fees, and (iv) the Reduced Rent Allowance, with such sum amortized using over the initial Lease Term in equal monthly installments at an interest rate of nine percent (9%). Tenant’s obligation to pay the Termination Consideration is in addition to and not in lieu of Tenant’s obligation to pay all Base Rent and Additional Rent due under the Lease through (and including) per annum over the ninety-one (91) month term Early Termination Effective Date. Landlord shall use commercially reasonable efforts to calculate the Termination Consideration amount and include the same in the Lease Memorandum to be prepared and executed pursuant to paragraph 2.2.4. Notwithstanding the foregoing, in the event of any valid exercise by Tenant of its rights under paragraph 6.21 of this Lease, the Termination Consideration shall be increased by the unamortized portion, as of the Early Termination Effective Date, of any and (iii) legal fees all transaction costs incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” the Contiguous Space leased under paragraph 6.21, which transaction costs shall include generally, without limitation, any actual tenant improvement allowancecosts and allowances, turnkey construction costs, leasing actual brokerage commissions, free rent actual tenant concessions and cash allowances or similar reasonable attorneys’ fees, with such costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, amortized between the Transaction Costs will be amortized over the period commencing on the effective commencement date of Tenant’s the lease of such expansion space through for the Contiguous Space and the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages Term with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms Contiguous Space in equal monthly installments at an interest rate of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default nine percent (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date9%).

Appears in 1 contract

Samples: Deed of Lease (Amber Road, Inc.)

Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseSection 3.5, Tenant shall have the one-time option (the “"Termination Option") to terminate this Leasethe Lease (as amended) as to the 6340 Building, the 6310 Building and/or the 6290 Building effective as of the last day any date of the sixtieth New Expansion Term selected by Tenant after the -9- SEQUENCE TECHNOLOGY CENTER [Expansion and Extension Amendment] [DexCom, Inc.] date which is fifty-four (60th54) full calendar month months after the Expansion Commencement Date specified in Section 2.1 hereof (any such date to be referred to herein as the "Termination Date"); provided, however, that in no event may Tenant exercise the Termination Option with respect to the 6310 Building unless Tenant also exercises the Termination Option for the 6340 Building and/or the 6290 Building and in no event may Tenant exercise the Termination Option for just a portion of any building. In order to exercise the Termination Option, Tenant must fully and completely satisfy each and every one of the Term following conditions: (the “Termination Date”), by providing a) Tenant must give Landlord with written notice of such Termination Option election (the “"Termination Notice”). Such ") of its exercise of the Termination Option, which Termination Notice shall specify the applicable Termination Date and which Termination Notice must be effective only if it is given delivered to Landlord at least nine twelve (912) full calendar months prior to the designated Termination Date Date, (b) at the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to time of the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as Event of Default must not exist, and (c) concurrently with Tenant's delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord a termination fee (collectively, the “"Termination Fee") equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)the "Amortization Installment", plus (ii) all comprised of the unamortized Transaction Costsbalance, as hereinafter definedof the Termination Date, incurred in connection with this Lease of the (A) Improvement Allowance and incurred Additional Allowance (if applicable) actually utilized by Landlord Tenant for any other expansion such space leased by Tenantpursuant to Section 2.1 of the Work Letter Agreement, all amortized using an interest rate of nine percent (9%B) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred brokerage commissions paid by Landlord in connection with this Lease Second Amendment and any future amendment whereby Tenant is leasing additional applicable to such space, and (C) Base Rent Abatement applicable to such space pursuant to Section 4.3 below, plus (ii) the "Base Rent Installment", comprised of an amount equal to three (3) months of Base Rent for such space calculated at the rate payable as of the date of delivery of the Termination Notice. “Transaction Costs” Amortization pursuant to subsection (i), above, shall include generally, be calculated on a straight-line basis without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With an interest component over a seven (7) year amortization schedule (with respect to any future expansion spacethe 6290 Initial Premises), over a period from the Transaction Costs will be amortized 6290 Must-Take Premises Commencement Date through the New Expiration Date (with respect to the 6290 Must-Take Premises) and over the period commencing on the effective date of Tenant’s lease of such expansion space from December 1, 2016 through the expiration date of New Expiration Date (with respect to the Existing Premises). Upon written request from Tenant delivered to Landlord at any time prior to Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate 's delivery of the damages which would be incurred by Termination Notice, Landlord as a result and Tenant shall use good faith efforts to mutually agree upon the calculation of such early termination the Amortization Installment. Notwithstanding Tenant's payment of this Lease (which damages are impossible to calculate more precisely) andthe Termination Fee, in that regard, constitutes liquidated damages Tenant shall remain responsible for payment of Base Rent and all other obligations of Tenant with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and space through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Office Lease (Dexcom Inc)

Termination Option. Notwithstanding anything to the contrary contained in this the Lease, provided Tenant is not in monetary default under the Lease beyond any applicable notice and/or cure period, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, the Lease effective as of on the last day of the sixtieth sixty-ninth (60th69th) full calendar month of the Extension Term (the "Termination Date”), by providing Landlord with written notice of such Termination Option option election (the "Termination Notice”). Such The Termination Notice shall be effective only if it is given to Landlord at least nine twelve (912) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its the Termination Notice to Landlord prior to the Termination Notice Deadline, this the Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this the Lease pursuant to this Special Stipulation No. 4 Paragraph 11 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this the Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination NoticeParagraph 11, Tenant must have delivered to Landlord with its within thirty (30) days after Landlord advises Tenant in writing of the calculation of the Termination Notice, Fee (defined below) an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five six (6) months of Base Rental and 14/100Dollars Tenant’s Additional Rental in the amounts that would have been paid for the next six ($90,325.14)6) months of the Extension Term following the Termination Date had the Termination Option not been exercised, plus an amount equal to the unamortized portion (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine on a straight-line basis at ten percent (910%) per annum over annum) of the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissionsConstruction Allowance, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, leasing commissions (the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space“Termination Fee”). It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this the Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such lossloss and shall be paid to Landlord as Additional Rent. Tenant shall continue to be liable for its obligations under this the Lease to and through the Termination Date, including, without limitation, Tenant’s Additional Rent Rental that accrues pursuant to the terms of this the Lease, with all of such obligations surviving the early termination of this the Lease. The rights granted to Tenant under this Special Stipulation No. 4 Paragraph 11 are personal to the named Tenant, and in the event of any assignment of this the Lease or sublease by TenantTenant prior to the Termination Notice Deadline, this the Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Lease Agreement (Manhattan Associates Inc)

Termination Option. Notwithstanding anything (A) Subject to the contrary contained in terms of this LeaseSection 1.6, Tenant shall have the one-time option (the "Termination Option") to terminate this Lease with respect to all or a portion of the Premises (the entire Premises, or, if Tenant elects to terminate this Lease with respect to less than all of the Premises, the portion of the Premises for which Tenant elects to terminate this Lease, being referred to herein as the "Terminated Space") effective as of the last day prior to the day that is the tenth (10th) anniversary of the sixtieth Rent Commencement Date (60thsuch date that is the day prior to the day that is the tenth (10th) full calendar month anniversary of the Term Rent Commencement Date being referred to herein as the "Termination Date") by giving Landlord notice (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “"Termination Notice”). Such Termination Notice shall be effective only if it ") of its election to exercise such option no later than the date which is given to Landlord at least nine eighteen (918) full calendar months prior to the Termination Date (as to which date time shall be of the essence). If Tenant elects to exercise the Termination Notice Deadline”); accordinglyOption with respect to less than the entire Premises, if then Tenant may elect to designate as the Terminated Space only those portions of the Premises that then constitute all of the Rentable Area on the applicable floor of the Building on which such portions of the Terminated Space are located. If Tenant has not given its Termination Notice theretofore exercised the Option, then Tenant shall only have right to Landlord prior to designate as the Terminated Space all of the Rentable Area on one (1) floor of Building in which the Premises demised hereunder is located. Tenant shall elect in the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate which portions of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible Premises Tenant elects to calculate more precisely) andconstitute Terminated Space, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant subject to the terms of this LeaseSection 1.6, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only provided that if Tenant is does not specify in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as which portions of the Termination DatePremises Tenant elects to constitute Terminated Space, then Tenant shall be deemed to have elected that the entire Premises shall constitute Terminated Space (or, if Tenant has theretofore exercised the Option, then Tenant shall be deemed to have elected that one (1) floor of Premises (which floor Landlord shall have the right to designate in its sole discretion) shall constitute Terminated Space).

Appears in 1 contract

Samples: Lease (Clear Secure, Inc.)

Termination Option. Section 3.1 of the Second Amendment shall continue to apply to the Additional Vivarium Premises (as defined in the Second Amendment). Notwithstanding anything to the contrary contained in this the Lease, Tenant shall have the one-time option right to terminate the Lease, but only with respect to the Second Additional Vivarium Premises (and no less than all of the Second Additional Vivarium Premises), by providing written notice (the “Second Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Second Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Second Additional Vivarium Termination Option election (Date shall be set forth in the Second Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Second Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Second Additional Vivarium Premises in the condition required under the Lease (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Second Additional Vivarium Termination Date, the Lease with respect to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option Second Additional Vivarium Premises shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Lease with respect to the Second Additional Vivarium Premises from and after the Second Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Second Additional Vivarium Premises for the period up to and including the Second Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five Section shall automatically terminate and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Second Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Original Lease), or (z) Tenant’s rights under right to possession of the Second Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Special Stipulation No. 4 shall Section is personal to Tenant and any Permitted Transferees, and may not be effective only if Tenant is not exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Termination Option. Notwithstanding anything Provided that (a) no Default has occurred which remains uncured, (b) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating (once having taken possession of the applicable portion of the Additional Space as provided in Section 2(b)B hereof) in the entire Additional Space from the First Takedown Space Commencement Date through the effective date of the First Termination Option or Second Termination Option, as applicable, (c) either (i) all of Tenant's stock is acquired by an unaffiliated person or entity (an "Unaffiliated Third Party") or (ii) substantially all of Tenant's assets are acquired by an Unaffiliated Third Party, and (iv) neither Tenant, the Unaffiliated Third Party or any affiliates thereof continue to have operations (including the contrary contained leasing or owning of any property for purposes of conducting business) in this LeaseXxxxxx County, Indiana or any of the immediately surrounding counties, Tenant shall have the one-time option (the “Termination Option”) right to terminate this Lease, the Lease with respect to the Additional Space and any other space leased in Woodland VI or Woodland I effective as of either (1) the last day end of the sixtieth fifth (60th5th) full calendar month year of the Lease Term for the Additional Space (the "First Termination Date”Option"), by providing or (2) the end of the eighth (8th) year of the Lease Term for the Additional Space (the "Second Termination Option"). For purposes of this Section 16.27, any officer or director of Tenant or its affiliates shall be considered an affiliated party. In order to exercise either such termination right, Tenant shall notify Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord exercise in writing at least nine twelve (912) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be effective date of no further force or effectsuch termination, and together with such notice, Tenant shall have no right or option deliver to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any Landlord, as an agreed upon termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Noticefee, an amount as a termination fee (collectively, the “Termination Fee”) equal to fifty percent (50%) of the sum gross rent (i.e. all Minimum Annual Rent and Additional Rent) that would have been paid by Tenant over the balance of (i) Ninety Thousand Three Hundred Twenty-Five the Lease Term for the Additional Space and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to at Woodland VI and/or Woodland I had Tenant or incurred by Landlordnot exercised its termination option. With respect to the First Termination Option (assuming that Tenant does not exercise its option to lease any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which Offer Space or otherwise lease additional space in Woodland VI or Woodland I), Landlord estimates that the termination fee would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with approximately $4,520,975.75. With respect to such lossthe Second Termination Option (assuming that Tenant does not exercise its option to lease any of the Offer Space or otherwise lease any space in Woodland VI or Woodland I), Landlord estimates that the termination fee would be approximately $1,808,390.30. Such payment is made in consideration for Landlord's grant of the forgoing option to terminate to compensate Landlord for rental and other concessions given to Tenant and for other good and valuable consideration. The termination fee does not constitute payment of rent to Landlord. If Tenant fails to notify Landlord by the deadline set forth above, for the First Termination Option or the Second Termination Option, as applicable, Tenant shall continue to be liable have waived the applicable termination right for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time remainder of the delivery term of the Termination Notice or as of the Termination DateLease and any extensions thereof."

Appears in 1 contract

Samples: Third Lease Amendment (Interactive Intelligence Inc)

Termination Option. Notwithstanding anything to So long as no Event of Default is then-continuing as of the contrary contained in this Leasedate Tenant sends Landlord the Termination Notice or as of the Early Termination Date, Tenant shall have the a one-time option to terminate the Lease in its entirety (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term April 30, 2013 (the “Early Termination Date”), ) by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given ) to Landlord at least nine no later than April 30, 2012 and paying Landlord the entire Termination Fee (9defined below) full calendar months prior to the with such Termination Date (the “Termination Notice Deadline”); accordingly, if Notice. If Tenant has not given its Termination Notice to Landlord prior to timely delivers the Termination Notice Deadlineand the Termination Fee in accordance with the terms and conditions of this Paragraph 8, this then as of the Early Termination Option Date the Lease shall expire and be of no further force or effectterminate, and Tenant shall have no right be and remain liable for the payment to Landlord of all Rent and other sums due and/or accrued, and for the performance and keeping of all the covenants, agreements and obligations under the Lease to be performed, paid and kept by Tenant on and prior to such Early Termination Date. If Tenant fails to vacate the Premises and surrender possession thereof to Landlord in accordance with Article 20 of the Lease on or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant prior to the provisions of this Special Stipulation No. 4Early Termination Date, in addition such failure shall be treated as a holding over by Tenant and Landlord shall be entitled to Tenant’s delivery all of its remedies under the Lease including such Article 20. If Tenant shall exercise its Termination NoticeOption, Tenant must have delivered to shall pay Landlord with its Termination Notice, an amount as a termination fee equal to $540,987.00 (collectively, the “Termination Fee”) equal ). The entire Termination Fee shall be payable with the Termination Notice. If Tenant fails to timely pay the sum Termination Fee, at Landlord’s sole election, the exercise of (i) Ninety Thousand Three Hundred Twenty-Five the Termination Option shall be null and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, void and the Lease shall continue in full force and effect as hereinafter defined, incurred in connection with this Lease and incurred if Tenant had not exercised the Termination Option. Acceptance by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as entire Termination Fee shall constitute a result release of such early termination Tenant from any and all of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this the Lease to and through accruing after the Early Termination Date, including, without limitation, Additional Rent that accrues pursuant except any obligations which by their terms are intended to the terms of this Lease, with all of such obligations surviving the survive any early termination or expiration of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Lease (Ulta Salon, Cosmetics & Fragrance, Inc.)

Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseSection 2.3, Tenant shall have the one-time ongoing option (the “Termination Option”) to terminate this Lease, Lease effective as of any day (the last day “Termination Date”) after the commencement of the sixtieth forty-eighth (60th48th) full calendar month of the Term initial Lease Term. In order to exercise the Termination Option, Tenant must fully and completely satisfy each and every one of the following conditions: (the “Termination Date”), by providing a) Tenant must give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Option, which Termination Notice shall must be effective only if it is given delivered to Landlord at least nine no less than six (96) full calendar months prior to the Termination Date Date, (b) at the time Tenant delivers the Termination Notice to Landlord, Tenant shall not be in default under this Lease (after expiration of any applicable notice and cure periods), and (c) concurrently with Tenant’s delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord the “Termination Notice Deadline”Fee” equal to the sum of the then-remaining unamortized balance, as of the Termination Date, of the (i) Landlord Contribution Amount granted by Landlord to Tenant pursuant to the terms of the Work Letter, (ii) brokerage commissions paid by Landlord in connection with this Lease, (iii) Base Rent abated pursuant to Section 3.2, below, and (iv) Base Rent abated pursuant to the phase-in provisions of Section 3.3, below. Amortization pursuant to subsection(c); accordingly, if Tenant has not given its Termination Notice above, shall be calculated on a seventy-one (71) month amortization schedule during the months of the Lease Term when Base Rent is scheduled to Landlord prior be paid based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of seven percent (7%) per annum. Subject to Landlord’s timely receipt of the Termination Notice Deadlineand Termination Fee, upon the Termination Date, this Termination Option Lease shall expire automatically terminate and be of no further force or effect, and Landlord and Tenant shall have no right or option to terminate be relieved of their respective obligations under this Lease pursuant to this Special Stipulation No. 4 at any time after as of the Termination Notice Deadline. As a condition precedent Date, except with respect to any those obligations set forth in this Lease which specifically survive the expiration or earlier termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms payment by Tenant of this Lease, with all of such obligations surviving the early termination of amounts owed by Tenant under this Lease. The rights termination right granted to Tenant under this Special Stipulation No. 4 are Section 2.3 is personal to the named Tenant, Original Tenant and in the event of may not otherwise be assigned or transferred to any assignment of this Lease other person or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateentity.

Appears in 1 contract

Samples: Office Lease (Acadia Pharmaceuticals Inc)

Termination Option. Notwithstanding anything to the contrary contained in this LeaseProvided no Event of Default by Tenant has occurred, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, Lease effective as of on the last day of the sixtieth forty-seventh (60th47th) full calendar month of following the Term First Phase Commencement Date (the “Termination Date”), ) by providing Landlord with written notice of such Termination Option election termination to Landlord no later than the last day of the thirty-sixth (36th) full calendar month following the First Phase Commencement Date (“Termination NoticeOption”). Such The written notice provided to Landlord for the Termination Notice Option, if any, shall be effective only if it is given accompanied by Tenant’s check in the amount equal to: (i) the unamortized cost of all leasing commissions paid by Landlord in connection with this Lease, (ii) the unamortized cost to Landlord at least nine (9) full calendar months prior of the initial leasehold improvements to the Termination Date Premises, (iii) the “Termination Notice Deadline”unamortized cost of the two hundred seventy (270) days abated Base Rent and eighteen (18) months abated Parking Rent provided by Landlord pursuant to Section 3.4 above, and (iv) an amount equal to two (2) months Base Rent and Operating Costs. Items (i); accordingly, if Tenant has not given its Termination Notice to Landlord prior (ii) and (iii) above shall be amortized on a ninety-three month amortization schedule, accruing interest thereon at an annual rate of eight percent (8%). Notwithstanding anything contained herein to the Termination Notice Deadlinecontrary, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option Tenant’s obligations to terminate pay Rent in accordance with this Lease pursuant to this Special Stipulation Noshall not cease until the applicable Termination Date. 4 at any time after the Termination Notice Deadline. As a condition precedent to any Any termination of this Lease pursuant to this Section 28 shall be in the provisions same manner and with the same effect as if that date had been originally fixed in this Lease for the expiration of this Special Stipulation No. 4the term, except that in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five any sums due and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred owing in connection with this Lease the expiration of the term. Tenant shall pay, or have previously paid, any and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, sums due and (iii) legal fees incurred by Landlord owing in connection with the termination right granted herein this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateArticle 28.

Appears in 1 contract

Samples: Office Lease (Ulthera Inc)

Termination Option. Notwithstanding anything to Provided Tenant shall not be in Material Default under the contrary contained in terms and provisions of the Lease, as modified by this LeaseFifth Amendment, both at the time Tenant delivers the Termination Notice and on the Termination Date, Tenant shall have the one-time option right (the "Termination Option”Right") to terminate this the Lease, effective as modified by this Fifth Amendment, as of June 30, 2005 (the last day "Termination Date"). Tenant may exercise the Termination Right only by (i) delivering irrevocable notice thereof (the "Termination Notice") to Landlord on or before December 31, 2003 and (ii) paying $462,837 (the "Termination Payment") to Landlord on or prior to December 31, 2004. Time shall be of the sixtieth (60th) full calendar month essence with respect to the giving of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given and the making of the Termination Payment. If Tenant properly exercises the Termination Right and delivers the Termination Payment to Landlord at least nine (9) full calendar months prior to as aforesaid, then on the Termination Date (this Lease shall terminate and end as if such Termination Date was the “Termination Notice Deadline”); accordinglyExpiration Date of the Lease, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, as modified by this Termination Option shall expire and be of no further force or effect, and Fifth Amendment. Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after be responsible for the Termination Notice Deadline. As a condition precedent to any termination payment of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee all taxes and other payments (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallyincluding, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount transfer taxes) required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate or relating to Tenant's exercise of the damages which would be incurred by Termination Right, regardless of whether such taxes or other payments are the obligation of Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such lossor Tenant. Tenant shall continue indemnify and hold harmless Landlord and its partners, directors, officers, principals, agents, shareholders, trustees, trust beneficiaries, investment managers and employees from and against any and all liability, damages, claims, costs or expenses relating to the payment of any taxes or other payments required to be liable for its obligations under this Lease paid in connection with or relating to and through Tenant's exercise of the Termination DateRight, together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Leasereasonable attorneys' fees and expenses. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.13

Appears in 1 contract

Samples: Uslife Corp

Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseSection 2.2, Tenant shall have the one-time option (the “Termination Option”) to terminate the Lease (as amended by this Lease, Third Amendment) effective as of the last day of the sixtieth May 31, 2008 (60th) full calendar month of the Term (the “Termination Date”)) only. In order to exercise the Termination Option, by providing Tenant must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Option, which Termination Notice shall must be effective only if it is given delivered to Landlord on or before August 31, 2007, (b) at least nine (9) full calendar months prior to the Termination Date (time of the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered shall not be in default under the Lease (as amended by this Third Amendment) after notice and expiration of applicable cure periods, and (c) Tenant shall pay to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal in the amount of Eight Hundred Fifty-Five Thousand Dollars ($855,000.00). However, if as of the date of the Termination Notice, Landlord has paid to Tenant the Proposition 13 Purchase Price pursuant to Section 4.4 below, then the Termination Fee shall be increased by that portion of the Proposition 13 Purchase Price applicable to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine period after the Termination Date. Fifty percent (950%) per annum over of the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to Termination Fee must be paid by Tenant in connection to Landlord concurrently with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice (as a further condition to Tenant’s exercise of the Termination Option), and the remaining fifty percent (50%) of the Termination Fee shall be paid by Tenant to Landlord within three (3) months after the date of delivery of the Termination Notice. Tenant’s delivery of the Termination Fee to Landlord shall not relieve Tenant of its obligation to make all other payments to Landlord due under the Lease (as amended by this Third Amendment) through the Termination Date. Notwithstanding anything contained in this Section 2.2 to the contrary, in the event Tenant fails to deliver the remaining fifty percent (50%) of the Termination Fee to Landlord within three (3) months after the date of delivery of the Termination Notice, Landlord shall have the option to either (i) deem the Termination Notice rescinded, in which case the Lease (as amended by this Third Amendment) shall continue in full force and effect for the remainder of the Extended Term and Landlord shall forthwith refund to Tenant the initial fifty percent (50%) of the Termination Fee previously paid by Tenant less any out-of-pocket expenses Landlord may have incurred in marketing and attempting to lease the Premises to a successor tenant(s) after Landlord’s receipt of Tenant’s Termination Notice (e.g., advertising costs, costs of printing marketing materials and attorneys fees and space planning costs incurred in connection with potential transactions with a successor tenant(s)), or (ii) deem the Lease (as amended by this Third Amendment) terminated as of the Termination DateDate and pursue any remedies Landlord may have against Tenant for failure to pay such portion of the Termination Fee.

Appears in 1 contract

Samples: Lease (Digital Insight Corp)

Termination Option. Notwithstanding anything to the contrary contained in this the Lease, Tenant shall have the one-time option right to terminate the Lease, but only with respect to the Ninth Additional Vivarium Premises (and no less than all of the Ninth Additional Vivarium Premises), by providing written notice (the “Ninth Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Ninth Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Ninth Additional Vivarium Termination Option election (Date shall be set forth in the Ninth Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Ninth Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Ninth Additional Vivarium Premises in the condition required under the Lease (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Ninth Additional Vivarium Termination Date, the Lease with respect to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option Ninth Additional Vivarium Premises only shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Lease with respect to the Ninth Additional Vivarium Premises only from and after the Ninth Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Ninth Additional Vivarium Premises for the period up to and including the Ninth Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five Section shall automatically terminate and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Ninth Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Lease), or (z) Tenant’s rights under right to possession of the Ninth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Special Stipulation No. 4 shall Section is personal to Omeros Corporation, a Washington corporation (“Omeros”) and any Permitted Transferees of Omeros, and may not be effective only if Tenant is not exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseSection 9, Tenant shall have the one-time option (the “"Termination Option") to terminate this Lease, the Lease (as amended) with respect to the Building C Premises effective as of the last day of the sixtieth (60th) full calendar month of the Term August 31, 2016 only (the "Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”"). Such Termination Notice shall be effective only if it is given In order to Landlord at least nine (9) full calendar months prior to exercise the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination NoticeOption, Tenant must have fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord written notice ("Termination Notice") of its exercise of the Termination Option, which Termination Notice must be delivered to Landlord with its Termination Noticeon or before August 31, an amount as a termination fee 2015, (collectively, the “Termination Fee”b) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the Termination Notice Tenant shall not be in default under the Lease (as amended) after expiration of applicable cure periods, and (c) concurrently with Tenant's delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord fifty percent (50%) of a termination fee ("Termination Fee") in the total amount of $452,837.00 (which amount has been calculated based upon unamortized refurbishment allowance, brokerage commissions and abated rent for both Building B and Building C). The remaining fifty percent (50%) of the Termination Fee must be paid to Landlord on or before the Termination Date. Notwithstanding anything contained in this Section 9 to the contrary, in the event Tenant fails to deliver the remaining portion of the Termination Fee to Landlord on or before the Termination Date, Landlord shall have the option to either (1) deem the Termination Notice rescinded, in which case the Lease (as amended) shall continue in full force and effect for the remainder of the Extended Term, or (2) deem the Lease terminated as of the Termination Date and pursue any remedies Landlord may have against Tenant for failure to pay such Termination Fee. Notwithstanding Tenant's payment of the Termination Fee, Tenant shall remain responsible for payment of Base Rent and all other obligations of Tenant under the Lease (as amended) through the Termination Date.

Appears in 1 contract

Samples: Lease (Microvision Inc)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with By written notice of such Termination Option election (the “"Tenant's Termination Notice”). Such Termination Notice shall be effective only if it is ") given by Tenant to Landlord at least nine (9) full calendar months any time prior to the Termination 270th day prior to the third (3rd) anniversary of the Warehouse Premises Commencement Date, Tenant may elect to cancel and terminate this Lease effective on the day immediately preceding the third (3rd) anniversary of the Warehouse Premises Commencement Date (the "Early Termination Notice Deadline”)Date") but not before or after said date; accordinglyprovided, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadlinehowever, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As that as a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Noticesuch cancellation and termination, Tenant must have delivered deliver to Landlord together with its Tenant's Termination Notice, Notice good funds in an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), 238,134.00 plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred an amount equal to twelve (12) months annual fixed rent respecting space in connection with this Lease and incurred by Landlord for any other expansion space the Building (in addition to the Initial Premises) leased by Tenant pursuant to Sections 2.4 or 2.5 or otherwise (collectively herein called "Tenant's Termination Payment") and provided further that notwithstanding such termination and as a further condition precedent thereto, (i) Tenant shall pay to Landlord on a timely basis all Annual Fixed Rent, Tenant's share of operating costs, taxes and electricity, and all Additional Rent and, other amounts due from Tenant (including, but not limited to, all amortized using an interest rate past due amounts thereof) through the Early Termination Date, (it being acknowledged and agreed that Tenant's Termination Payment is in addition to such amounts and no credit shall be given towards the payment of nine percent such amount on account of the payment of Tenant's Termination Payment), (9%ii) per annum over there shall be no "Event of Default" (as defined in Section 15.1) on either the ninety-one (91) month term of this Lease, date Tenant gives Tenant's Termination Notice or on the Early Termination Date and (iii) legal fees incurred Tenant shall quit and vacate the Premises as of the Early Termination Date and surrender the same in the condition required by the applicable provisions of this Lease. In the event that Tenant's share of such operating costs, taxes and electricity, and such other Additional Rent and other amounts due through the Early Termination Date is not finally determined as of the giving of Tenant's Termination Notice, Tenant shall make payment on account as reasonably estimated by Landlord if so requested by Landlord and in connection with this Lease and any future amendment whereby event Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred make final payment of amounts due through the Early Termination Date within thirty (30) days after final billing therefor by Landlord. With respect In the event of overpayment by Tenant, Landlord shall refund such overpayment to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but within a reasonable pre-estimate period of time not to exceed thirty (30) days. The obligations of Tenant and Landlord set forth in this Section 3.1.1 shall survive the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such losshereunder. If Tenant shall continue not give to be liable for its obligations under Landlord an Early Termination Notice as provided in this Lease to and through Section 3.1.1 (time being of the Termination Dateessence), including, without limitation, Additional Rent that accrues pursuant to the terms provisions of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 Section 3.1.1 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datedeemed null and void.

Appears in 1 contract

Samples: Streamline Inc

Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseSection 2.2, Tenant shall have the one-time option (the “Termination Option”) to terminate the Lease (as amended by this Lease, Second Amendment) effective as of the last day of the sixtieth May 31, 2008 (60th) full calendar month of the Term (the “Termination Date”)) only. In order to exercise the Termination Option, by providing Tenant must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Option, which Termination Notice shall must be effective only if it is given delivered to Landlord on or before August 31, 2007, (b) at least nine (9) full calendar months prior to the Termination Date (time of the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered shall not be in default under the Lease (as amended by this Second Amendment) after notice and expiration of applicable cure periods, and (c) Tenant shall pay to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal in the amount of Seven Hundred Forty-Five Thousand Dollars ($745,000.00). However, if as of the date of the Termination Notice, (1) Landlord has paid to Tenant the Proposition 13 Purchase Price pursuant to Section 5.4 below, then the Termination Fee shall be increased by that portion of the Proposition 13 Purchase Price applicable to the period after the Termination Date, or (2) Tenant has exercised its right of first offer pursuant to Article 32 of the Original Lease (as amended by Section 10 below), then the Termination Fee shall be increased by the sum of (iA) Ninety Thousand Three Hundred Twenty-Five the discounted present value (using a discount factor of ten percent (10%) per annum) of an amount equal to six (6) installments of monthly Basic Rental for the First Offer Space at the rate which would have been payable by Tenant for the First Offer Space for the first six (6) months after the Termination Date and 14/100Dollars ($90,325.14), plus (iiB) all the unamortized Transaction Costsamount, as hereinafter definedof the Termination Date, incurred of any out-of-pocket sums expended by Landlord in connection with this Lease and incurred any such expansion (including, without limitation, any sums expensed by Landlord for to improve the First Offer Space and any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees brokerage commissions incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided such expansion) with such amortization to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized calculated over the an amortization period commencing on from the effective date of Tenant’s lease of the First Offer Space until May 31, 2011, based upon equal monthly payments of principal and interest throughout such expansion space through amortization period, with interest imputed on the expiration date outstanding principal balance at the rate of Tenant’s lease ten percent (10%) per annum. Fifty percent (50%) of such expansion space. It is hereby acknowledged that any such amount required to the Termination Fee must be paid by Tenant in connection to Landlord concurrently with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice (as a further condition to Tenant’s exercise of the Termination Option), and the remaining fifty percent (50%) of the Termination Fee shall be paid by Tenant to Landlord within three (3) months after the date of delivery of the Termination Notice. Tenant’s delivery of the Termination Fee to Landlord shall not relieve Tenant of its obligation to make all other payments to Landlord due under the Lease (as amended by this Second Amendment) through the Termination Date. Notwithstanding anything contained in this Section 2.2 to the contrary, in the event Tenant fails to deliver the remaining fifty percent (50%) of the Termination Fee to Landlord within three (3) months after the date of delivery of the Termination Notice, Landlord shall have the option to either (i) deem the Termination Notice rescinded, in which case the Lease (as amended by this Second Amendment) shall continue in full force and effect for the remainder of the Extended Term and Landlord shall forthwith refund to Tenant the initial fifty percent (50%) of the Termination Fee previously paid by Tenant less any out-of-pocket expenses Landlord may have incurred in marketing and attempting to lease the Premises to a successor tenant(s) after Landlord’s receipt of Tenant’s Termination Notice (e.g., advertising costs, costs of printing marketing materials and attorneys fees and space planning costs incurred in connection with potential transactions with a successor tenant(s)), or (ii) deem the Lease (as amended by this Second Amendment) terminated as of the Termination DateDate and pursue any remedies Landlord may have against Tenant for failure to pay such portion of the Termination Fee.

Appears in 1 contract

Samples: Digital Insight Corp

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the a one-time option right to terminate this Lease (the “Termination Option) to terminate this Lease, effective as of the last day of the sixtieth thirty-sixth (60th36th) full calendar Rent-paying month of the Term (the “Termination Date”), by providing provided (i) Tenant gives notice thereof to Landlord with written notice on or before twelve (12) months before the Termination Date and (ii) Tenant is not in default under the Lease at the time of the giving of such notice or on the Termination Date. Tenant’s Termination Option election (hereunder is conditioned upon the “Termination Notice”). Such Termination Notice shall be effective only if payment in full by Xxxxxx, at the time Tenant delivers notice to Landlord that it is given to exercising its termination right hereunder, of: (A) the unamortized cost of all tenant improvement allowances incurred, leasing commissions and legal costs actually paid, incurred or provided by Landlord at least nine in connection with the Lease (9) full calendar months prior including, without limitation, free rent and similar concessions and attorney’s fees), amortized from the Commencement Date to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one annum; (91B) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with Rent due under this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion spacefor the three (3) months after the Termination Date (collectively, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss“Termination Payment”). Tenant shall continue to be liable for its obligations under this Lease to pay all Rent due through and through including the Termination Date, including, without limitation, Additional Rent that accrues Date pursuant to the terms of this Lease. After Xxxxxxxx’s receipt of the Termination Payment, with all and so long as Tenant has surrendered the Premises in the condition required under this Lease, neither party shall have any rights, liabilities or obligations under this Lease for the period after the Termination Date, except those which, by the provisions of such obligations surviving this Lease, expressly survive the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Lease Agreement (Rocket Companies, Inc.)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-option to terminate the Lease as amended by this Amendment at any time option after July 31, 2012 (the "Earliest Termination Option”Date"), provided Tenant gives written notice thereof to Landlord not less than sixty (60) days prior to terminate this Leasethe Earliest Termination Date and provided Tenant is not in default (beyond the expiration of all applicable notice and cure periods, effective as if any) under the Lease at the time of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice giving of such notice nor on the Actual Termination Option election Date (the “Termination Notice”defined below). Such notice must specify the date (which cannot be prior to July 31, 2012) on which Tenant desires the termination to become effective (the "Actual Termination Notice shall be effective only if Date"). Additionally, Tenant's right to terminate hereunder is conditioned upon the payment in full by Tenant, at the time Tenant delivers notice to Landlord that it is given to Landlord at least nine (9) full calendar months prior to exercising its termination right hereunder, of all Rent through and including the Actual Termination Date (the "Termination Notice Deadline”Payment"); accordingly. After Landlord's receipt of the Termination Payment, if and so long as Tenant has not given its Termination Notice to Landlord prior to surrendered the Termination Notice DeadlineReduced Premises in the condition required under the Lease as amended by this Amendment (i.e., this Termination Option shall expire and be of no further force or effectin broom clean condition, casualty, obsolescence, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five normal wear and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallytear excepted, without limitationany requirement to remove any Alterations, any tenant improvement allowancebut with the obligation to remove all electronic, turnkey construction costs, leasing commissions, free rent phone and cash allowances data cabling and related equipment that is installed by or similar costs for the benefit of Tenant and expenses provided to Tenant located in the Premises or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate other portions of the damages which would be incurred by Landlord Building or Project and to repair any damage as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) andremoval), in that regardneither party shall have any rights, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its liabilities or obligations under this Lease to and through for the period accruing after the Actual Termination Date, includingexcept those which, without limitation, Additional Rent that accrues pursuant to by the terms provisions of this Lease, with all of such obligations surviving expressly survive the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Office Lease Agreement (Allos Therapeutics Inc)

Termination Option. Notwithstanding anything to Provided: (a) the contrary contained Lease is then in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire force and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, effect and (iiib) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default Default (regardless after expiration of any notice and/or and cure period) under the Lease, either Tenant shall have the right and option to terminate the Lease (“Termination Option”) effective at the time end of the delivery last day of the ninetieth (90th) Lease Month (“Termination Date”). The Termination Option shall be exercised, if at all, by Tenant by giving written notice of the exercise to Landlord (“Termination Notice”) no later than one (1) year prior to the Termination Date. It shall be a condition to the exercise of Tenant’s Termination Option that Tenant pay to Landlord a termination fee (“Termination Fee”) in the sum of (x) Landlord’s unamortized transaction costs under this Lease including Landlord’s brokerage costs, the Construction Allowance, construction allowances on expansion space, and rent abatement, all amortized over the rent paying portion of the initial term of this Lease with eight percent (8%) per annum interest (except that costs attributable to expansion space shall be amortized starting as of the expansion space rent commencement date), plus (y) four (4) months Base Rent, Taxes and Operating Expenses payable by Tenant at the Termination Date. 50% of the Termination Notice Fee shall be payable contemporaneously with Tenant’s transmittal to Landlord of the Termination Notice, and the other 50% will be paid on or before the Termination Date. At Tenant’s request, Landlord will provide information necessary to calculate the Termination Fee. Provided Tenant properly and timely exercises the Termination Option and timely and properly pays Landlord the Termination Fee, then this Lease shall terminate effective as of the Termination Date, as if said Termination Date were set forth in the Lease as the Expiration Date of the Term of the Lease. Tenant shall vacate and deliver possession of the Premises to Landlord in the manner required by this Lease on or before 11:59 p.m. on the Termination Date. Tenant shall also pay to Landlord on or before the Termination Date, and be responsible for, all sums due under this Lease that accrue under this Lease on or prior to the Termination Date. Tenant’s rights under this Section are personal to the Tenant named in this Lease and its Permitted Transferees.

Appears in 1 contract

Samples: Lease (Wells Real Estate Fund Xiii L P)

Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseArticle 34, Tenant shall have the one-time option (the “"Termination Option") to terminate this Lease, Lease effective as of at the last day end of the sixtieth (60th) full calendar month of the initial Term only (the "Termination Date"). In order to exercise the Termination Option, by providing Tenant must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord with written notice of such Termination Option election (the “"Termination Notice”). Such ") of its intention to terminate this Lease, which Termination Notice shall must be effective only if it is given delivered to Landlord at least nine six (96) full calendar months prior to the Termination Date Date, (b) at the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to time of the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered shall not be in default under this Lease after expiration of applicable cure periods, and (c) within fourteen (14) days of Tenant's delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “"Termination Fee") equal to the sum unamortized principal balance, as of the Termination Date, of the (i) Ninety Thousand Three Hundred Twenty-Five Tenant Improvement Allowance (and 14/100Dollars ($90,325.14)Additional Allowance, plus if any) actually utilized by Tenant, and (ii) all unamortized Transaction Costs, as hereinafter defined, incurred the brokerage commissions paid by Landlord in connection with this Lease Lease. Amortization pursuant to this Article 34 shall be calculated on a ten (10) year amortization schedule commencing as of the Commencement Date based upon equal monthly payments of principal and incurred by Landlord for any other expansion space leased by Tenantinterest, all amortized using an with interest imputed on the outstanding principal balance at the rate of nine ten percent (910%) per annum over annum. However, if Tenant exercises its right of first offer pursuant to Article 32, above, the ninetyTermination Fee shall be increased by the unamortized principal balance of any out-one of-pocket sums expended by Landlord in connection with any such expansion (91) month term of this Leaseincluding, without limitation, any sums expended by Landlord to improve the First Offer space and (iii) legal fees any brokerage commissions incurred by Landlord in connection with this Lease such expansion) with such amortization to be calculated over any amortization period from the date upon which Tenant's lease of the First Offer Space commences until the date of expiration of the initial Term, based upon equal monthly payments of principal and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallyinterest throughout such amortization period, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing with interest imputed on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either outstanding principal balance at the time rate of the delivery of the Termination Notice or as of the Termination Dateten percent (10%) per annum.

Appears in 1 contract

Samples: Office Lease (Inetvisionz Com Inc)

Termination Option. Notwithstanding anything Provided: (i) no Event of Default exists nor any condition exists that, as the result of notice previously given by Landlord and/or the passage of time, would constitute an Event of Default; (ii) this Lease is in full force and effect; (iii) Tenant is the originally named Tenant or a Permitted Transferee; and (iv) Tenant has not expanded the Premises after the Commencement Date (other than in connection with the ROFO (as defined below) prior to the contrary contained 56-month anniversary of the Commencement Date), Tenaxx xxx the right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in this Lease, Tenant shall have accordance with and subject to each of the one-time option following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the ). “Termination Date”)” means the day immediately prior to the 104th-month anniversary of the Commencement Date. If Tenant desires to exercise the Termination Option, by providing Tenant must give to Landlord with irrevocable written notice of such Tenant’s exercise of the Termination Option election (the “Termination Notice”), together with the Termination Payment (as defined below). Such The Termination Notice shall and the Termination Payment must be effective only if it received by Landlord no later than the date that is given to Landlord at least nine (9) full 12 calendar months prior to the Termination Date Date, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to Payment” means the sum of: the unamortized (amortized on a straight-line basis over the Initial Term with interest at 7%) amount as of the Termination Notice Deadline, this Termination Option shall expire and be Date of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord following in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent to this Lease: (i) brokerage commissions and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be reasonable attorneys’ fees paid by Landxxxx; (xi) rent concessions; and (iii) any and all allowances to Tenant, including without limitation the Improvement Allowance (as defined in Exhibit C); provided, however, Tenant acknowledges and agree that Landlord may modify the amount of the Termination Payment in connection with Tenant’s exercise of the ROFO. Tenant’s payment of the Termination Payment is a condition precedent to the termination of this Lease on the Termination Date, and such early termination obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or ACH. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to such lossthe dates and deadlines set forth herein. Tenant shall continue to be liable for its obligations under this Lease Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and through including the Termination Date, includingthere is an Event of Default, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. As of the date Tenant delivers the Termination Notice, any and all unexercised rights or options of Tenant to extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with this Lease shall immediately terminate and are automatically, without limitationfurther action required by any party, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, null and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery exercise of the Termination Notice or Option pursuant to the foregoing, this Lease and the Term shall come to an end on the Termination Date with the same force and effect as if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall apply. Landlord shall provide Tenant with the amount of the Termination Payment within 10 business days of Tenant’s request therefor, which request may be made not sooner than 6 months after the Commencement Date; provided, however, Tenant acknowledges and agrees that Landlord may modify the amount of the Termination Payment in connection with Tenaxx’x xxercise of the ROFO.

Appears in 1 contract

Samples: BlackSky Technology Inc.

Termination Option. Notwithstanding anything Subject to the contrary contained in this Leaseterms and conditions set forth hereinbelow, Tenant shall have the one-time option right to terminate this Lease (the “Termination Option”) to terminate this Lease, effective as of the last day of any calendar month following the sixtieth ninety-second (60th92nd) full calendar month of following the Term Commencement Date (as applicable, the “Early Termination Date”)) so long as Tenant notifies Landlord, by providing Landlord with written notice in writing, of such Tenant’s intention to terminate this Lease at least twelve (12) full calendar months, but no more than fifteen (15) full calendar months, prior to the Early Termination Option election Date (the “Termination Notice”), time being of the essence with respect thereto. Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to In connection with its exercise of the Termination Date (the “Termination Notice Deadline”); accordinglyOption, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option pay to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4Landlord, in addition to simultaneously with Tenant’s delivery of its the Termination Notice, Tenant must have delivered Notice to Landlord with its Termination NoticeLandlord, an amount as equal to the sum of (a) four (4) full Months of the average monthly Base Rent (on a termination fee per Rentable Square Footage of the Premises basis) payable during the period immediately following the Rent Commencement Date through the Early Termination Date, plus (b) all of Landlord’s unamortized transaction costs with respect to this Lease (which Landlord will calculate and provide in the Commencement Letter pursuant to Section 3.05 of the Lease), including, without limitation, the aggregate Base Rent payable during the Free Base Rent Period, attorneys’ fees, leasing commissions and the total hard and soft costs of the Landlord Work (including, without limitation, the Allowance and the Concept Plan Allowance) all based upon an interest factor of six percent (6%) per annum for such amortization calculation (the amounts described in items (a) and (b), collectively, the “Termination Fee”) equal ). If Tenant fails to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)timely exercise the Termination Option in accordance with the provisions of this Section IV, plus or (ii) all unamortized Transaction Costsdeliver to Landlord the Termination Fee simultaneously with Tenant’s delivery of the Termination Notice to Landlord, as hereinafter defined, incurred in connection with then the Termination Option and this Section IV shall be null and void and without further force and effect. Tenant’s right to terminate this Lease as set forth herein is conditioned upon (w) no monetary Default of Tenant then continuing beyond any applicable notice and incurred cure period on the date the Termination Notice is delivered to Landlord, (x) this Lease being in full force and effect on the date the Termination Notice is delivered to Landlord and on the day immediately preceding the Early Termination Date, (y) Landlord having received the Termination Fee when required as aforesaid, and (z) Tenant not having exercised any of its Rights of First Offer pursuant to Section II of this Exhibit F above. Notwithstanding the foregoing provisions of this Section IV, if Tenant timely exercises the Termination Option and thereafter a monetary Default of Tenant occurs, then Landlord may elect to nullify the exercise of the Termination Option by Landlord for any other expansion space leased by Tenantgiving written notice thereof to Tenant on or before the Early Termination Date. Should Tenant effectively exercise its Termination Option as set forth herein, (A) the Term of this Lease shall automatically terminate on the Early Termination Date, with all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term terms and conditions of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant the obligation to pay Rent, remaining in full force and effect until the Early Termination Date, and (B) Tenant shall relinquish, yield up and surrender the Premises on the Early Termination Date in accordance with the terms of this Lease, with all of such obligations surviving the early termination and provisions of this Lease. The rights granted Time is of the essence with respect to Tenant under all of the time periods set forth in this Special Stipulation NoSection IV. 4 are Notwithstanding anything herein to the contrary, Tenant’s Termination Option hereunder is personal to the named TenantButterfly Network, and in the event Inc., any Affiliate of any Butterfly Network, Inc. by an assignment of this Lease permitted pursuant to Section 11.04 or sublease by its Business Transferee who succeeds to Butterfly Network, Inc. as Tenant under this Lease pursuant to Section 11.04, and in no event shall Tenant, this ’s Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateotherwise assignable.

Appears in 1 contract

Samples: Office Lease Agreement (Butterfly Network, Inc.)

Termination Option. Notwithstanding anything to the contrary contained in this the Amended Lease, Tenant shall have the one-time option right to terminate the Amended Lease (except for those terms that, by their express provisions, survive the expiration or earlier termination thereof), but only with respect to the Additional Vivarium Premises, by providing written notice (the “Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Additional Vivarium Termination Option election (Date shall be set forth in the Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Additional Vivarium Premises in the condition required under the Amended Lease, then, as of the Additional Vivarium Termination Date, the Amended Lease with respect to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option Additional Vivarium Premises shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Amended Lease with respect to the Additional Vivarium Premises from and after the Additional Vivarium Termination Date, except with respect to those obligations set forth in the Amended Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Amended Lease with respect to the Additional Vivarium Premises for the period up to and including the Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five Section shall automatically terminate and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Original Lease), or (z) Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time right to possession of the delivery Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Section is personal to Tenant and any Permitted Transferees, and may not be exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in the Termination Notice or as of the Termination DateAmended Lease.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Termination Option. Notwithstanding anything to the contrary contained in this the Lease, as amended herein, Tenant shall have the one-time option (the “Termination Option”) to terminate this the Lease, as amended herein, effective as of the last day of the sixtieth (60th) full calendar month of the Sixth Extension Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine on or before the last day of the fifty-first (951st) full calendar months prior to month of the Termination Date Sixth Extension Term (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 Paragraph 10 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4Paragraph 10, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, Notice an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (911) month term months of this Lease, Base Rent and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to would have been in effect during the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.month

Appears in 1 contract

Samples: Lease Agreement (Alimera Sciences Inc)

Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseArticle 33, Tenant shall have the oneon-time going option (the “Termination Option”) to terminate this Lease, effective Lease as of the last day of the sixtieth (60th) full calendar month of the Term a date specified by Tenant, which date (the “Termination Date”)) must be during the initial Lease Term and after expiration of the fourth (4th) Lease Year. In order to exercise the Termination Option, by providing Tenant must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Option, Which Termination Notice shall specify the Termination Date (which date shall be effective only if it is given writing the parameters described in the immediately preceding sentence) and which Termination Notice must be delivered to Landlord at least nine (9) full calendar months prior to such Termination Date, (b) at the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to time of the Termination Notice Deadline, Tenant shall not be in default under this Termination Option shall expire and be Lease after expiration of no further force or effectapplicable cure periods, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to (c) concurrently with Tenant’s delivery of its the Termination NoticeNotice to Landlord, Tenant must have delivered shall pay to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all the unamortized Transaction Costsbalance, as hereinafter definedof the Termination Date, incurred of the (A) amount expended by Landlord in connection with this Lease the design and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate construction of nine percent (9%) per annum over the ninety-one (91) month term of this LeaseImprovements pursuant to the Tenant Work Letter, and (iiiB) legal fees incurred brokerage commissions paid by Landlord in connection with this Lease Lease, plus (ii) Fifty-Five Thousand Seven Hundred Forty-Four and any future amendment whereby Tenant is leasing additional space50/100 Dollars ($55,744.50). “Transaction Costs” Amortization pursuant to subsection (i), above, shall include generallybe calculated on a seven (7) year amortization schedule commencing as of the Commencement Date based upon equal monthly payments of principal and interest, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing with interest imputed on the effective date outstanding principal balance at the rate of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion spaceten percent (10%) per annum. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Upon written inquiry from Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option Landlord shall thenceforth be void and of no further force or effect. Tenantprovide Tenant with Landlord’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery calculation of the Termination Notice or as of the Termination DateFee.

Appears in 1 contract

Samples: Work Letter Agreement (Mitek Systems Inc)

Termination Option. Notwithstanding anything to the contrary contained in this LeaseProvided no Event of Default then exists, Tenant shall have the one-a one (1) time option to terminate this Lease (the “Termination Option”) to terminate this Lease), effective as of on the last day of the sixtieth fifth (60th5th) full calendar month of the Term Lease Year (the “Early Termination Date”), . Tenant shall exercise the Termination Option by providing (i) delivering to Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given ) of such election to Landlord terminate the Lease at least nine twelve (912) full calendar months prior to the Early Termination Date Date, and (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice ii) paying to Landlord the Termination Payment (as hereinafter defined) at least twelve (12) months prior to the Early Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Date. If Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after properly delivers the Termination Notice Deadlineand makes the Termination Payment in a timely manner, then the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. As a condition precedent Tenant shall return the Premises to any termination Landlord on the Early Termination Date in accordance with the terms of this Lease pursuant to the provisions of this Special Stipulation NoLease, including, but not limited to, Section 4.3. 4, in addition to Upon Tenant’s delivery of its the Termination Notice, any and all rights of Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, extend the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred Term or lease additional space in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” University Park shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth immediately be void and of no further force or effect. As used herein, "Termination Payment" shall mean the unamortized balance of the Leasing Costs (hereinafter defined) as calculated on a straight-line basis. The term "Leasing Costs" shall mean the sum of (i) the total brokerage commission payable by Landlord in connection with this Amendment ($1,053,790.50), and (ii) any Leasehold Improvement Allowance paid by Landlord pursuant to this Amendment. The Termination Payment amount shall equal two-sevenths of the Leasing Costs up to a maximum Termination Payment of One Million Seven Hundred Thirty-Four Thousand Eight Hundred Twelve and 00/100 Dollars ($1,734,812.00) if the Landlord has paid to the Tenant the entire Leasehold Improvement Allowance. If the Termination Option is properly exercised by the Tenant’s rights under this Special Stipulation No. 4 , the Lease shall be terminated effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateJuly 31, 2017.

Appears in 1 contract

Samples: Lease (Ariad Pharmaceuticals Inc)

Termination Option. Notwithstanding anything in this Lease to the contrary contained in this Leasecontrary, Tenant shall have the one-time option (the “Termination Option”) right, exercisable at Tenant’s sole option, to terminate this Lease, effective as said right of Tenant to be exercisable by giving notice thereof (the last day “Termination Notice”) to Landlord, which Termination Notice shall set forth a date of the sixtieth (60th) full calendar month of the Term termination (the “Termination Date”)) which is specified to be the last day of the seventh (7th) Lease Year or the last day of the ninth (9th) Lease Year, by providing Landlord with written and which notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only given, if it is given to Landlord at least nine all, not later than eighteen (918) full calendar months prior to the Termination Date specified in the Termination Notice. In the event that Tenant exercises its termination option hereunder, this Lease shall continue in full force and effect until the Termination Date, whereupon Tenant shall surrender possession of the Premises (including, but not limited to, any space leased by Tenant pursuant to Sections 41 and 47 hereof) in accordance with the provisions of this Lease, this Lease shall terminate with respect to the Premises (including, but not limited to, any space leased by Tenant pursuant to Sections 41 and 47 hereof) as if the Termination Notice Deadline”); accordinglyDate were the Lease Expiration Date set forth herein, if and all Rent shall be prorated as of the Termination Date, and neither party shall have any obligations hereunder accruing after the Termination Date. In the event Tenant has not given exercises its Termination Notice to Landlord termination option hereunder, then, on the date which occurs sixty (60) days prior to the Termination Notice DeadlineDate, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered pay to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (a) the then unamortized sum (i.e., amortized over the initial twelve (12) year Term of this Lease, at the rate of eight percent (8%) per annum) of (i) Ninety Thousand Three Hundred Twenty-Five the Tenant Allowance (as such term is defined in Exhibit C excluding any increase in the amount of same pursuant to the terms of Exhibit C or the terms of this Lease and 14/100Dollars ($90,325.14)any tenant allowance with respect to Expansion Space or Available Space, plus if any, paid by Landlord to Tenant, (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection reasonable brokerage commissions paid by Landlord with respect to this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, amendments hereto and (iii) legal all reasonable attorneys’ fees incurred paid by Landlord in connection with the preparation and negotiation of this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease amendments hereto (which damages are impossible to calculate more preciselyattorneys’ fees shall not exceed Twenty-Five Thousand Dollars ($25,000.00) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable the initial Lease); together with (b) the amount of six (6) times the amount of the Monthly Base Rent for its obligations under this the seventh Lease to and through Year if the Termination DateDate is the last day of the seventh (7th) Lease Year, including, without limitation, Additional or the amount of three (3) times the amount of the Monthly Base Rent that accrues for the ninth (9th) Lease Year if the Termination Date is the last day of the ninth (9th) Lease Year (the items set forth in clauses (a) and (b) of this Section 49 being hereinafter collectively referred to as the “Termination Expenses”). The Termination Expenses payable by Tenant to Landlord pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal immediately preceding sentence shall be in addition to the named Tenant, and in Rent coming due between the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery date of the Termination Notice or as of and the Termination Date.

Appears in 1 contract

Samples: Deed of Lease (Watson Wyatt & Co Holdings)

Termination Option. Notwithstanding anything to 44.1 Provided that no Event of Default is continuing at the contrary contained in this Leasetime of exercising its option and on the Termination Date, hereinafter defined, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of upon the last day of the sixtieth (60th) full calendar month of after the Term Commencement Date (the “Termination Date”), by providing Landlord with ) provided that Tenant gives written notice of such Termination Option its election (to terminate the “Termination Notice”). Such Termination Notice shall be effective only if it is given Lease to Landlord at least nine ten (910) full calendar months prior to the Termination Date Date, and simultaneously therewith, delivers to the trustee under the most senior deed of trust encumbering the Building and/or Land, or to Landlord if there is not then currently any deed of trust encumbering any of the Building or Complex, in good funds, a termination payment (the “Termination Notice DeadlinePayment); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, ) in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five the unamortized amount of all rental concessions, the Tenant Improvement Allowance, the Space Planning Allowance, the Landscaping Allowance and 14/100Dollars ($90,325.14)the Additional Allowance, if applicable, as of the Termination Date plus (ii) all an amount equal to two (2) months Base Rental at the rate applicable as of the Termination Date. For purposes of determining the unamortized Transaction Costsamount of the foregoing allowances, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using each advance thereon shall be deemed to be a separate loan made at an interest rate of nine percent (9%) per annum which is self-amortizing with equal monthly payments of principal and interest over the ninety-one remainder of the Term. In addition to the Termination Payment, (91i) month term all alterations and improvements installed in the Premises pursuant to the terms of this Leasethe Work Letter attached hereto as Exhibit “C” shall remain in the Premises and become the property of Landlord upon the Termination Date, and (iiiii) legal fees incurred by Landlord in connection with this Lease unless the Baseline Construction Costs (as hereinafter defined) for performing the Work and any future amendment whereby other alterations or improvements made by Tenant is leasing additional space. “Transaction Costs” to the Premises or any other areas of the Complex shall include generallyequal or exceed Two Million Four Hundred Thirty Seven Thousand Four Hundred and 00/100 ($2,437,400.00) Dollars in the aggregate (such amount being equal to $25.00 per square foot of Net Rentable Area in the Building), all furniture and office equipment initially installed in the Premises, less any items thereof which shall be disposed of by Tenant prior to the Termination Date for any reason other than for purposes of avoiding the surrender of same to Landlord (including, without limitation, any tenant improvement allowancesuch disposition due to damage, turnkey construction costsdefect, leasing commissionsobsolescence or Tenant no longer having need for the item), free rent shall remain in the Premises and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, become the Transaction Costs will be amortized over the period commencing on the effective date property of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through upon the Termination Date. As used herein, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.term “

Appears in 1 contract

Samples: Lease Agreement (Pfsweb Inc)

Termination Option. Notwithstanding anything Tenant has a one time right to the contrary contained in terminate this Lease, Tenant shall have the one-time option Lease (the “Early Termination Option”) to terminate this Lease, with such termination being effective as of at any point in time after the last day of the sixtieth sixty second (60th62th) full calendar month of the Term (the “Early Termination Date”), by providing giving Landlord with at least nine months prior written notice of such Termination Option election (the Tenant’s Early Termination Notice”). Such , provided that: (1) on or before the Early Termination Notice shall be effective only if it is given Date, Tenant has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time within ten days after the Termination Notice Deadline. As a condition precedent to any termination delivery of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Early Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum unamortized portion of the Landlord’s leasing costs, equal to be $30.00 per square foot for tenant improvements and $7.50 per square foot for leasing commission charges (i) Ninety Thousand Three Hundred Twenty-Five i.e. broker fees and 14/100Dollars ($90,325.14costs), plus based on amortizing such costs with interest thereon at the rate of 8% per annum, and a termination penalty equal to two months’ gross rent. Tenant’s right to exercise this Early Termination Option is conditioned on: (iia) all unamortized Transaction Coststhere being no uncured Event of Default at the time of exercise of the Early Termination Option or on the Early Termination Date; and (b) Tenant not having subleased or assigned its interest under the Lease (other than to an Affiliate), as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term date of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances exercise of the Early Termination Option or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion spaceEarly Termination Date. It If this Early Termination Option is hereby acknowledged that any such amount required to be paid by timely exercised, Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate will deliver possession of the damages which would be incurred by Premises to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, on the Early Termination Date in that regard, constitutes liquidated damages accordance with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this LeaseLease and all other terms will apply as if this Lease had expired according to its terms, with all including Tenant’s Share of Expenses attributable to periods prior to the Early Termination Date at such obligations surviving time as such obligation is determined. If Tenant fails to timely give notice, Tenant will be deemed to have waived its right to terminate pursuant to this Section. This Early Termination Right is personal to Tenant (and not to any assignee or subtenant, other than an Affiliate) and may not be assigned, it being agreed such right is not appurtenant to the early termination of Premises or this Lease. The rights granted ; upon a Transfer of the Lease by Tenant (other than to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenantan Affiliate), this Termination Option shall thenceforth be void Section is null and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datevoid.

Appears in 1 contract

Samples: Lease Agreement (Xata Corp /Mn/)

Termination Option. Notwithstanding anything to Provided Lessee satisfies each of the contrary contained conditions set forth in this LeasePARAGRAPH 38, Tenant Lessee shall have the one-time option (the "Termination Option") to terminate this Lease, Lease effective as of the last day of the sixtieth (60th) full calendar month of the Term March 1, 2003 (the "Termination Date"). In order to exercise the Termination Option, by providing Landlord with Lessee must satisfy the following conditions: (i) Lessee must give Lessor irrevocable written notice of such Termination Option election its intention to terminate this Lease (the "Termination Notice"). Such , which Termination Notice shall must be effective only if it is given delivered to Landlord Lessor at least nine (9) full calendar months prior to the Termination Date Date, time being strictly of the essence; (ii) at the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to time of the Termination Notice DeadlineNotice, this Termination Option Lessee shall expire and not be of no further force or effect, and Tenant shall have no right or option to terminate in default under this Lease pursuant to this Special Stipulation No. 4 at any time beyond the expiration of applicable cure periods, or if Lessee is in default, Lessee shall cure such default within thirty (30) days after the Termination Notice Deadline. As a condition precedent Notice, and (iii) Lessee pays to any termination of this Lease pursuant to Lessor on the provisions of this Special Stipulation No. 4Termination Date, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Noticeimmediately available funds, an amount as a termination fee equal to: (collectively, the “Termination Fee”A) equal to the sum of the monthly base rent, Insurance Amount, Real Property Tax Amount, CAM Amount, and rental tax on all of the foregoing, that would have been due for the one year period immediately following the Termination Date; and (iB) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars the unamortized amount of ($90,325.14), plus (ii1) all unamortized Transaction Costs, as hereinafter defined, incurred any leasing commissions paid by Lessor in connection with this Lease Lease, and incurred by Landlord (2) costs paid to Lessee as reimbursement for any other expansion space leased by Tenantthe Improvements, all amortized using an interest rate of nine ten percent (910%) per annum over annum. The amounts described in (A) and (B) shall be collectively referred to herein as the ninety-one (91) month term "Termination Fee." The parties agree that the Termination Fee is a good faith estimate of this Leasethe damages Lessor would incur upon Lessee's exercise of the Termination Option, that the actuxx xxount of such damages would be impossible or impracticable to determine, and (iii) legal fees incurred that the same shall be deemed liquidated damages and not a penalty. The Termination Option is personal to PrimeSource Surgical, Inc. and may not be assigned by Landlord in connection with it or exercised by any party other than PrimeSource Surgical, Inc. The Termination Option shall automatically terminate upon an assignment of this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided attempt to Tenant or incurred by Landlord. With respect to any future expansion space, assign the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall The Termination Option may not be effective only exercised if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateLessee has exercised an Extension Right pursuant to PARAGRAPH 39 below.

Appears in 1 contract

Samples: Luxtec Corp /Ma/

Termination Option. Notwithstanding anything to the contrary contained in this the Lease, Tenant shall have the one-time option right to terminate the Lease, but only with respect to the Seventh Additional Vivarium Premises (and no less than all of the Seventh Additional Vivarium Premises), by providing written notice (the “Seventh Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Seventh Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Seventh Additional Vivarium Termination Option election (Date shall be set forth in the Seventh Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Seventh Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Seventh Additional Vivarium Premises in the condition required under the Lease (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Seventh Additional Vivarium Termination Date, the Lease with respect to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option Seventh Additional Vivarium Premises only shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Lease with respect to the Seventh Additional Vivarium Premises only from and after the Seventh Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Seventh Additional Vivarium Premises for the period up to and including the Seventh Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five Section shall automatically terminate and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Seventh Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Lease), or (z) Tenant’s rights under right to possession of the Seventh Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Special Stipulation No. 4 shall Section is personal to Omeros Corporation, a Washington corporation (“Omeros”) and any Permitted Transferees of Omeros, and may not be effective only if Tenant is not exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Termination Option. Notwithstanding anything Landlord grants to Tenant the contrary contained in this Lease, Tenant shall have option to terminate the one-time option Lease (the “Termination Option”) to terminate this Lease), effective as of any date after the last day of the sixtieth fifth Lease Year (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with provided that (i) at the time the Termination Option is exercised and at all times thereafter, the Lease is in full force and effect and no Default exists; (ii) Tenant delivers written notice of such Termination Option election termination (the “Termination Notice”). Such Termination Notice shall be effective only if it is given ) to Landlord at least nine not less than two hundred seventy (9270) full calendar months days prior to the intended Termination Date (the “which intended Termination Notice Deadline”Date shall be specified in such written notice); accordingly(iii) all Base Rent, if Tenant has not given its Termination Notice to Landlord prior to Additional Rent and any other amounts payable under the Lease shall be paid through and apportioned as of the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Date; (iv) Tenant shall have no right paid to Landlord, at the times specified below, (a) the “Unamortized Amount,” as defined herein, of (x) Landlord’s Work and (y) the brokerage commissions paid by Landlord for the negotiation and consummation of this Lease, together with interest on (a) and (b) above (collectively, “Transaction Costs”), at the rate of ten percent (10%) per annum, from the date when first paid or option to terminate credited. The term “Unamortized Amount,” as used in this Lease pursuant to this Special Stipulation No. 4 at any time after Article 37, shall mean that portion of the Transaction Costs which remains unamortized as of the Termination Notice Deadline. As Date, based upon a condition precedent to any termination full amortization on a straight-line basis over a term of this Lease pursuant sixty (60) months, as shown on the amortization schedule attached as Exhibit E hereto and made a part hereof; and (b) an amount equal to the provisions aggregate of this Special Stipulation No. 4, in addition to Tenant’s delivery two (2) months’ of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee Base Rent and Additional Rent at the then-current rates (collectively, the “Termination Fee”). The Termination Fee shall be paid to Landlord with the Termination Notice; (v) equal to Tenant shall surrender the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred Premises in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this condition required under the Lease, ; and (iiivi) legal fees incurred by Landlord in connection with this neither party shall have any rights, liabilities or obligations under the Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over for the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through accruing after the Termination Date, includingexcept those which, without limitation, Additional Rent that accrues pursuant to by the terms provisions of this the Lease, with all of such obligations surviving expressly survive the early termination of this the term of the Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to Upon the named Tenanttimely and valid exercise of the Termination Option, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be self-operative and no additional agreement between Landlord and Tenant shall be necessary to effectuate such termination; provided, however, Landlord and Tenant shall, for their mutual convenience, execute a termination agreement prior to the Termination Date. The Termination Option is personal to Tenant and under no circumstances whatsoever shall any assignee or sublessee of Tenant have any right to exercise the Termination Option. Tenant’s rights under this Article 37 shall be null and void and of no further force or effect. effect if (i) the Lease or Tenant’s rights right to possession of the Premises is terminated; (ii) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises; or (iii) Tenant fails to timely exercise the Termination Option under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the LeaseArticle 37, either at the time being of the delivery essence with respect to Tenant’s exercise of the Termination Notice or as of the Termination DateOption and with respect to all other time frames set forth in this Article 37.

Appears in 1 contract

Samples: Workletter Agreement (Medical Connections Holdings, Inc.)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option may elect to terminate this Lease pursuant (the "Early Termination Option") effective as of May 31, 2017 (the 'Early Termination Date"), by giving Landlord prior written notice ("Tenant's Early Termination Notice") on or before August 31, 2016, provided that: (1) on or before the Early Termination Date, Tenant has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to this Special Stipulation No. 4 at any time after the Landlord concurrently with Tenant's Early Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum (a) $24,009.00 (2 months of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14Basic Rent), plus (iib) 2 months of Tenant's Share of Expenses for the Premises (based on Landlord's reasonable estimate of such Expenses), and plus (c) the unamortized portion of the Landlord's leasing costs (including without limitation all unamortized Transaction Costsleasing commission charges, as hereinafter definedthe Abated Rent, incurred in connection and the Allowance), based on amortizing such costs with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest thereon at the rate of nine percent (9%) 6% per annum annum, in equal installments of interest and principal over the ninety-one (91) month term last 36 months of the initial Term. Tenant's right to exercise this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant Early Termination Option is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances conditioned on there being no uncured Event of Default at the time of exercise of the Early Termination Option or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion spaceEarly Termination Date. It If this Early Termination Option is hereby acknowledged that any such amount required to be paid by timely exercised, then Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate will deliver possession of the damages which would be incurred by Premises to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, on the Early Termination Date in that regard, constitutes liquidated damages accordance with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this LeaseLease and all other terms will apply as if this Lease had expired according to its terms, with all including Tenant's Share of Expenses attributable to periods prior to the Early Termination Date at such obligations surviving time as such obligation is determined. If Tenant fails to timely give notice, then Tenant will be deemed to have waived its right to terminate pursuant to this Section. This Early Termination Option is personal to Tenant (and not to any assignee or subtenant) and may not be assigned, it being agreed such right is not appurtenant to the early termination of Premises or this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to ; upon a Transfer of the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void Section is null and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datevoid.

Appears in 1 contract

Samples: Office Sublease (Aspirity Holdings LLC)

Termination Option. Notwithstanding anything to Provided that (a) Tenant has not assigned the contrary contained Lease or sublet any portion of the Premises and (b) Tenant is not in this default under the Lease, Tenant shall have the one-a one (1) time option to terminate the Lease (the “Termination Option”) to terminate this Lease), effective as on the commencement date of the last day of the sixtieth (60th) full calendar month of the Term a new lease with Landlord for larger premises within Landlord’s portfolio (the “New Lease”) (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Date”), . Tenant shall exercise the Termination Option by providing delivering to Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of such election to terminate the Lease concurrently with execution of the New Lease and if Tenant properly delivers the Termination Notice Notice, then the Lease shall be effective only if it is given deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord at least nine (9) full calendar months prior to on the Early Termination Date in accordance with the terms of the Lease, including, but not limited to, Section 10.06. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Date (the “Termination Notice Deadline”); accordinglyOption, and no exercise thereof shall be effective, if a default or event or circumstance which with the giving of notice or passage of time or both could constitute a default by Tenant has not given its Termination Notice to Landlord prior to shall exist under the Lease as of the date on which the Termination Notice Deadline, this is given or as of the Early Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation NoDate. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Upon Tenant’s delivery of its delivering the Termination Notice, any and all rights of Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, extend the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” Term shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth immediately be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless All obligations of any notice and/or cure period) either party to the other which accrue under the Lease, either at Lease on or before the time of the delivery of the Early Termination Notice or as of the Termination DateDate shall survive such termination.

Appears in 1 contract

Samples: Second Amendment (Cyteir Therapeutics, Inc.)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall will have the one-time option to terminate and cancel the Amended Lease (the “"Termination Option”) to terminate this Lease"), effective as of 11:59 p.m. on the last day of the sixtieth forty-third (60th43rd) full calendar month of the New Term (the “"Termination Date"), by providing Landlord with written notice of such Termination Option election delivering to Landlord, on or before the date which is six (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (96) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordinglyDate, if Tenant has not given written notice of Tenant's exercise of its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice DeadlineOption. As a condition precedent to any termination of this Lease pursuant to the provisions effectiveness of this Special Stipulation No. 4, Tenant's exercise of its Termination Option and in addition to Tenant’s delivery of its 's obligation to satisfy all other monetary and non-monetary obligations arising under the Amended Lease through to the Termination NoticeDate, Tenant must have delivered shall pay to Landlord the then unamortized value (amortized on a straight line basis over the New Term, with its Termination Notice, an amount as a termination fee interest thereon at the Interest Rate) of the following (collectively, the "Termination Fee”) equal to the sum of Consideration"): (i) Ninety Thousand Three Hundred Twenty-Five the Allowance and 14/100Dollars ($90,325.14)the cost of any leasehold improvements made by Landlord at Landlord's expense for the benefit of Tenant, plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this LeaseAbated Amount, and (iii) legal fees incurred brokerage commissions paid by Landlord in connection with this Lease Amendment. The Termination Consideration shall be due and any future amendment whereby payable by Tenant is leasing additional space. “Transaction Costs” shall include generallyto Landlord in two equal installments: one-half (1/2) of the Termination Consideration to be delivered concurrently with Tenant's delivery of notice to Landlord of the exercise of the Termination Option, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided the remaining one-half (1/2) of the Termination Consideration to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing delivered on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate first day of the damages which would be incurred by month preceding the Termination Date (the "Final Payment"). If Tenant properly and timely exercises its Termination Option and properly and timely delivers the Termination Consideration to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its set forth above and satisfies all other monetary and non-monetary obligations under this the Amended Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms provisions regarding surrender of this Leasethe Premises, with all of such obligations surviving which must be accomplished on or before the early termination Termination Date, then the Amended Lease will terminate as of this Lease. The rights granted midnight on the Termination Date; provided, however, if Tenant fails to Tenant under this Special Stipulation No. 4 are personal to deliver the named Final Payment on the first day of the month preceding the Termination Date, Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this 's Termination Option shall thenceforth be deemed null, void and of no further force or effecteffect and the Amended Lease shall continue in full force and effect notwithstanding Tenant's exercise of its Termination Option. Tenant’s rights under The Termination Option is personal to the original Tenant executing this Special Stipulation No. 4 shall Amendment and may be effective exercised only if by the original Tenant is not in a default (regardless of executing this Amendment while occupying and leasing the entire Premises and without having assigned the Amended Lease or sublet any notice and/or cure period) under the Lease, either at the time portion of the delivery of the Termination Notice or as of the Termination DatePremises.

Appears in 1 contract

Samples: Single Tenant Lease (Global Brass & Copper Holdings, Inc.)

Termination Option. Notwithstanding anything Subject to the contrary contained full and complete satisfaction of the Termination Conditions Precedent (as hereinafter defined), in accordance with the provisions of this LeaseArticle 13, Tenant shall have the one-time irrevocable option to terminate this Lease (a “Termination”). The conditions precedent (the “Termination OptionConditions Precedent”) to terminate this Leasethe effectiveness of any such Termination shall be as follows: (i) the effective date of any such Termination shall be July 1, effective as of the last day of the sixtieth (60th) full calendar month of the Term 2015 (the “Termination Date”), by providing Landlord with ; (ii) Tenant shall deliver written notice of such Termination Option election (the a “Termination Notice”). Such ) of such Termination Notice shall be effective only if it is given to Landlord at least nine by not later than July 1, 2014; (9iii) full calendar months prior to concurrent with the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its the Termination Notice, Tenant must shall pay to Landlord, without deduction or offset, a non-refundable cash Termination Fee (as hereinafter defined); and (iv) on the Surrender Date (as hereinafter defined) no Event of Default of Tenant shall have delivered to Landlord with its occurred under this Lease. Said Termination NoticeFee shall be Additional Rent and shall be in addition to, an amount as a termination fee and not in lieu of, any other payments due under this Lease (collectively, the including payments of Annual Fixed Rent and Additional Rent). The “Termination Fee”) ” shall be an amount equal to the sum of Unamortized Portion (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease ) as of the Termination Date of all costs and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees expenses incurred by Landlord in connection with this Lease Lease, including the cost of all tenant improvements paid for by Landlord (including any improvements paid for with the Allowance), and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be all brokerage commissions paid by Tenant Landlord in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to “Unamortized Portion” shall mean the foregoing amounts, amortized on a straight line basis over the Term, together with interest thereon at the rate of 8% per annum. Upon request made by Tenant under this Special Stipulation No. 4 are personal to the named at any time after February 1, 2014, Landlord shall provide Tenant, and in the event within ten (10) business days of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in request therefor, with a default (regardless of any notice and/or cure period) under the Lease, either at the time determination of the delivery foregoing costs, along with Landlord’s calculation of the Termination Notice or Unamortized Portion of the costs as of the Termination Date.

Appears in 1 contract

Samples: Sublease (Tokai Pharmaceuticals Inc)

Termination Option. Notwithstanding anything 33.1 In the event (a) Tenant needs to lease an additional 3,000 rentable square feet of space or more, and (b) Landlord is unable to satisfy the specific space requirement of Tenant (with space that is substantially similar to the contrary contained Premises, including, but not limited to, location, window lines, quality, and amenities), and deliver the same in at least the same condition as the Premises were delivered to Tenant as of the Commencement Date of this LeaseLease within the time period needed for occupancy by Tenant [and otherwise substantially the same terms and conditions as this Lease or as may be reasonably appropriate given the expansion of the Premises (including, but not limited to, a reasonable rent abatement period for Tenant to perform its initial fit-up and transition into the new space)] (collectively, "Tenant's Expansion Requirements") in any Class A building owned by Landlord or Landlord's affiliate in Bedminster, New Jersey or Bridgewater, New Jersey that is substantially similar to the Building (which time period shall not exceed one hundred eighty (180) days of Landlord's receipt of Tenant's written notice describing Tenant's Expansion Requirements), Tenant shall have the one-time option (the "Early Termination Option") to terminate this Lease, Lease on not less than ninety (90) days' advance written notice to Landlord ("Tenant's Termination Notice"). The effective date of termination identified in Tenant's Termination Notice is hereinafter referred to as of the last day of the sixtieth (60th) full calendar month of the Term (the “"Early Termination Date”)". In the event that Tenant exercises such Early Termination Option, by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right pay to Landlord, on or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after before the Early Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination NoticeDate, an amount as a termination fee (collectively, the “Termination Fee”) equal to (a) the sum unamortized portion of (i) Ninety Thousand Three Hundred Twenty-Five the cost of the Tenant Improvement Work and 14/100Dollars ($90,325.14)brokerage commissions, plus (ii) all unamortized Transaction Costscollectively amortized on a straight line basis over the Term, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using at an annual interest rate of nine eight percent (98%) per annum over (the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss"Termination Fee"). Tenant shall continue to be liable for its obligations under this Lease to hereby understands and through the Termination Date, including, without limitation, Additional Rent acknowledges that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal , pursuant to the named Early Termination Option, shall not be effectuated without Tenant's payment of the Termination Fee. In addition to the payments described above, and in Tenant's right to exercise the event of any assignment of this Lease or sublease by Tenant, this Early Termination Option shall thenceforth be void subject to Tenant's not being in default beyond any applicable notice and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time period as of the delivery of date Tenant delivers the Early Termination Notice or as the Early Termination Date. Upon the exercise of the Early Termination Option, this Lease shall terminate on the Early Termination Date as if such date were the Expiration Date, and Tenant shall surrender and return to Landlord, the Premises in the condition required by this Lease.

Appears in 1 contract

Samples: Lease Agreement (Matinas BioPharma Holdings, Inc.)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) right to terminate this Lease, the Lease (i) effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”)fifth Lease Year, by providing delivering to Landlord with written notice of such Termination Option election termination not later than sixteen (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (916) full calendar months prior to the Termination Date (last day of the “Termination Notice Deadline”); accordinglyfifth Lease Year, if Tenant has not given its Termination Notice and paying to Landlord the "Termination Fee" (as defined below) not later than six (6) months prior to the Termination Notice Deadlinelast day of the fifth Lease Year, this Termination Option shall expire and be or (ii) effective as of no further force or effectthe last day of the seventh Lease Year, by delivering to Landlord written notice of termination not later than sixteen (16) months prior to the last day of the seventh Lease Year, and Tenant shall have no right or option paying to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Landlord the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant Fee not later than six (6) months prior to the provisions last day of this Special Stipulation Nothe seventh Lease Year. 4, in addition to Tenant’s delivery of its The Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an Fee shall be the amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i1) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars the unamortized amount of all tenant improvement allowances paid or applied by Landlord to or for the benefit of Tenant ($90,325.14including, but not limited to, the "Tenant Allowance" described in Paragraph 3 (d), plus which shall be amortized on a straight-line basis over the first ten (ii10) all unamortized Transaction CostsLease Years of the Lease Term, as hereinafter definedand the "Expansion Space Improvement Allowance" described in Paragraph 1 (c)), incurred in connection with this Lease and incurred by Landlord which shall be amortized on a straight-line basis over the actual term for any other expansion space which the Expansion Space is leased by Tenant), the unamortized amount of all amortized using an interest rate rental abatement provided to Tenant pursuant to Paragraph 4 (e) of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred the unamortized amount of all brokerage and other commissions paid by Landlord in connection accordance with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” the terms of the Lease, which shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized on a straight-line basis over the period commencing first ten (10) Lease Years of the Lease Term for the commission for the initial Premises and on a straight-line basis over the term of the Expansion Space for the commission for the Expansion Space, if any, leased by Tenant), and (2) an amount equal to two months' Base Rent, as escalated, that is due as of the month immediately prior to the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datetermination.

Appears in 1 contract

Samples: Office Lease (Watson Wyatt & Co Holdings)

Termination Option. Notwithstanding anything Landlord hereby grants to the contrary contained in this Lease, Tenant shall have the a one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant with respect to the provisions entire (but not less than the entire) Leased Premises upon the end of this Special Stipulation No. 4, in addition to Tenant’s delivery the fifth (5th) year of the Lease Term (“Termination Date”) with no less than nine (9) months prior written notice by Tenant of its Termination Noticeexercise of the foregoing termination option provided any such written notice of termination shall be subject to payment by Tenant by a certified or cashier’s check, Tenant must have delivered to Landlord with its Termination Noticesaid written notice, an of the amount as a termination fee (collectively, of the “Termination Fee”) equal to the sum costs of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction CostsTenant improvements, as hereinafter defined, incurred in connection with this Lease commissions and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar actual documented third party costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of the termination. Landlord shall use a 10% discount rate in calculating such early fees. Within thirty (30) days of the Lease Commencement, Landlord shall provide Tenant with a written statement of the termination fees due with this Lease. Tenant’s exercise of the foregoing option to terminate this Lease is subject to the condition that Tenant is not in default under any of the terms, covenants or conditions of this Lease, with respect to a default for which notice has been given hereunder and is of a monetary nature or a default of a provision having a material effect upon the Leased Premises and which has not been remedied at the time that Tenant notifies Landlord of the exercise of this termination option or by the Termination Date of such option. Tenant shall deliver the Leased Premises to Landlord on or before the Termination Date in accordance with the terms and conditions of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to the same as if such lossTermination Date were the original expiration date of the Term of this Lease. Tenant shall continue to be liable for its obligations under this Lease to pay Base Rent and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Leaseand keep, with perform and observe all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenantterms, covenants and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. conditions on Tenant’s rights under this Special Stipulation No. 4 shall part to be effective only if Tenant kept, performed and observed as provided herein for the period between the date written notice of an election to terminate is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of given and the Termination Date.

Appears in 1 contract

Samples: Lease Agreement (Insys Therapeutics, Inc.)

Termination Option. Notwithstanding anything contained herein to the contrary contained contrary, if at the time of the giving of the Termination Notice (as defined below) there are no uncured defaults by Tenant under the Lease, Tenant shall have an option to terminate the Lease in its entirety (the "Termination Option"), effective on the last day of Year 4 (the "Early Termination Date") by delivering its written notice of the exercise of its option to terminate this Lease (the "Termination Notice") to Landlord on or before the last day of Year 3, and by timely paying the Termination Fee, as set forth below. The terms "Year 4" and "Year 3" are defined on the Rent Schedule set forth at Page 1, Insert 2 of the Rider to this Lease. If Tenant delivers its Termination Notice in accordance with the terms and conditions of this Paragraph 30 and timely pays the Termination Fee, then as of the Early Termination Date, this Lease shall terminate and Tenant shall be and remain liable for the payment to Landlord of all rent and other sums due or accrued and for the performance and keeping of all the covenants, agreements and obligations under the Lease to be performed, paid and kept by Tenant prior to the Early Termination Date. In the event the Tenant fails to completely vacate the Premises and surrender possession thereof to Landlord in accordance with the terms and conditions of this Lease on or prior to the Early Termination Date, such failure shall be treated as a holding over by Tenant and Landlord shall be entitled to all of its remedies therefor pursuant to the Lease. If Tenant exercises its option to terminate this Lease, Tenant shall have simultaneously with the one-time option (the “Termination Option”) delivery to terminate this Lease, effective as Landlord of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered deliver to Landlord with its a Termination NoticeFee, payable in immediately available funds, in an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby 2,138,456.57. If Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided fails to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through pay the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, Fee simultaneously with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of Notice, Landlord may elect, upon notice given to Tenant, to declare the Termination DateNotice null and void, and the Lease shall continue in full force and effect as if Tenant had not exercised this termination right.

Appears in 1 contract

Samples: Metavante Corp

Termination Option. Notwithstanding anything to the contrary contained in this the Lease, Tenant shall have the one-time option right to terminate the Lease, but only with respect to the Eighth Additional Vivarium Premises (and no less than all of the Eighth Additional Vivarium Premises), by providing written notice (the “Eighth Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Eighth Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Eighth Additional Vivarium Termination Option election (Date shall be set forth in the Eighth Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Eighth Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Eighth Additional Vivarium Premises in the condition required under the Lease (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Eighth Additional Vivarium Termination Date, the Lease with respect to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option Eighth Additional Vivarium Premises only shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Lease with respect to the Eighth Additional Vivarium Premises only from and after the Eighth Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Eighth Additional Vivarium Premises for the period up to and including the Eighth Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five Section shall automatically terminate and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Eighth Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Lease), or (z) Tenant’s rights under right to possession of the Eighth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Special Stipulation No. 4 shall Section is personal to Omeros Corporation, a Washington corporation (“Omeros”) and any Permitted Transferees of Omeros, and may not be effective only if Tenant is not exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Lease (Omeros Corp)

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Termination Option. Notwithstanding anything to Provided: (i) no Event of Default then exists; (ii) this Lease is in full force and effect; and (iii) Tenant is the contrary contained in this Leaseoriginally named Tenant or a Permitted Transferee, Tenant shall have has the one-time option right to terminate this Lease with respect to one or more contiguous floors of the Premises effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of ). The “Termination Date” means the last day of the sixtieth (60th) 127th full calendar month of after the Term (Commencement Date. If Tenant desires to exercise the Termination Date”)Option, by providing Tenant must give to Landlord with irrevocable written notice of such Tenant’s exercise of the Termination Option election (the “Termination Notice”), together with the Termination Payment (as defined below), which notice shall specify which floor(s) are being terminated (provided if Tenant does not specify, then the Termination Option shall be for all of the Premises). Such The Termination Notice shall and the Termination Payment must be effective only received by Landlord no later than the Termination Deadline, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Deadline” means: (i) if it Tenant and/or a Permitted Transferee is given to Landlord at least nine (9) then occupying 3 or more full calendar floors of the Building, the date that is 30 months prior to the Termination Date Date; or (the “Termination Notice Deadline”); accordingly, ii) if Tenant has not given its Termination Notice to Landlord and/or a Permitted Transferee is then occupying less than 3 full floors of the Building, the date that is 24 months prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation NoDate. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the The “Termination Fee”) equal to Payment” means the sum of the unamortized (i) Ninety Thousand Three Hundred Twentyamortized on a straight-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection line basis with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9at 8%) per annum over amount as of the ninety-one (91) month term Termination Date of this Lease, and (iii) legal fees incurred by Landlord the following in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free to this Lease with respect to the portion of the Premises being terminated: (i) brokerage commissions and attorneys’ fees paid by Landlord; (ii) rent concessions; and cash allowances or similar costs and expenses provided to Tenant or (iii) total cost incurred by Landlord for improvements to the Premises, including without limitation the Leasehold Improvements and any Building Improvements (as defined in Section 30) and Total Façade Costs (as defined in Section 30), plus any and all allowances to Tenant, including without limitation the Improvement Allowance and the Additional Allowance used by Tenant. Promptly following the Commencement Date, and within 30 days after Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date ’s receipt of Tenant’s lease written request therefor, the parties shall execute and deliver a statement confirming the amount of such expansion space through the expiration date of Termination Payment. Tenant’s lease payment of the Termination Payment is a condition precedent to the termination of this Lease on the Termination Date, and such expansion spaceobligation survives the Expiration Date. It is hereby acknowledged Tenant acknowledges and agrees that any such amount required to be paid by Tenant in connection with such early termination the Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to such lossthe dates and deadlines set forth herein. Tenant shall continue to be liable for its obligations under this Lease Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and through including the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms Tenant is in default of this Lease, with beyond all of such obligations surviving the early termination of this Lease. The rights granted applicable notice, cure and grace periods, then Landlord may elect, but is not obligated, by written notice to Tenant under to cancel and declare null and void Tenant’s exercise of the Termination Option, in which case this Special Stipulation NoLease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. 4 are personal As of the date Tenant delivers the Termination Notice, any and all unexercised rights or options of Tenant to extend the named TenantTerm or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in the event of any assignment of accordance with this Lease or sublease immediately terminate and are automatically, without further action required by Tenantany party, this Termination Option shall thenceforth be null and void and of no further force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery exercise of the Termination Notice or Option pursuant to the foregoing, this Lease and the Term for the terminated Premises shall come to an end on the Termination Date with the same force and effect as if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall apply with respect to the terminated premises. If the terminated Premises are less than all of the Premises, then this Lease shall remain in full force and effect with respect to the balance of the Premises, and all provisions in this Lease based on the square footage of the Premises, including without limitation Rent and Tenant’s Share, shall be adjusted accordingly effective on the day immediately following the Termination Date.

Appears in 1 contract

Samples: Spark Therapeutics, Inc.

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant Subtenant shall have the a one-time option to terminate this Sublease (the “Termination Option”) to terminate this Lease, be effective as of the last day fifth (5th) anniversary of the sixtieth Commencement Date (60th) full calendar month of the Term (the Early Termination Date”), subject to the terms and conditions of this Section 3. The Termination Option shall be exercised by Subtenant, if at all, by providing Landlord with prior written notice to Sublandlord of such Termination Option Subtenant’s election to terminate the Sublease (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine ) not less than twelve (912) full calendar months prior to the Termination Date fifth (5th) anniversary of the “Termination Notice Deadline”); accordinglyCommencement Date, if Tenant has not given its Termination Notice to Landlord prior to together with payment of the Termination Notice Deadline, Fee (as defined below) within the time period specified in this Termination Option shall expire and be Section 3. Within thirty (30) days of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after receipt of the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered Sublandlord shall notify Subtenant of the exact amount of the termination payment to Landlord with its Termination Noticebe made by Subtenant, an amount as a termination fee (collectively, the “Termination Fee”) which shall be equal to the sum of (i) Ninety Thousand Three Hundred Twentythe unamortized lease commissions and Allowance actually paid by Sublandlord for the entirety of the Sublease Premises, including the Expansion Space, calculated on a straight-Five and 14/100Dollars ($90,325.14line, non-interest basis over the entire Term as if the same had expired on the scheduled Expiration Date set forth in Section 2(a), plus and (ii) all unamortized Transaction Costs, as hereinafter defined, incurred Two Million Eighteen Thousand Dollars ($2,018,000) (the “Termination Fee”). Subtenant shall pay the Termination Fee to Sublandlord not later than ninety (90) days prior to the Early Termination Date. At Sublandlord’s election in connection with this Lease its sole and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion spaceabsolute discretion, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights and effect if Subtenant is in default beyond any applicable notice and cure period under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either Sublease at the time of the delivery of providing the Termination Notice or as on the Early Termination Date. Within thirty (30) days after receipt of the Termination Fee, Sublandlord and Subtenant shall enter into an amendment to this Sublease to amend the Expiration Date to be the Early Termination Date. The Termination Option is personal to New Century Mortgage Corporation and any Permitted Transferee (as defined in Section 6) and may not otherwise be assigned or transferred.

Appears in 1 contract

Samples: Sublease (New Century Financial Corp)

Termination Option. Notwithstanding anything Subject to the contrary contained in this Leaseterms hereof, effective as of the ninety-first (91st ) day after delivery of the Termination Option Fee, as defined below (with such 91st day being the “Option Date”), Tenant shall have the one-a one time option to terminate this Lease (the “Termination Option”) ), which Termination Option is subject to terminate this the condition precedent that no voluntary or involuntary petition in bankruptcy naming Tenant as debtor has been filed, and no general assignment for the benefit of creditors has been made by Tenant prior to the termination of the Lease. If any petition in bankruptcy in respect of Tenant shall be filed, or any assignment for the benefit of creditors has been made by Tenant prior to the termination of the Lease, then Tenant shall not be granted the Termination Option. Tenant’s right to be eligible for the Termination Option shall extend for a period commencing on the date hereof and ending on October 31, 2002 (the “Termination Option Period”). In order to be eligible to exercise the Termination Option, Tenant shall pay the Termination Option Fee prior to the end of the Termination Option Period. If Tenant becomes eligible for the Termination Option by paying the Termination Option Fee as set forth in this Section 1, then Tenant be entitled to exercise the Termination Option on the Option Date by giving notice to Landlord. If Tenant exercises the Termination Option, the termination of the Lease shall be effective as of the last April 1, 2003 (with such day of the sixtieth (60th) full calendar month of the Term (being the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given subject to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount extension as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such lossset forth below. Tenant shall continue to be liable for meet all of its obligations under this Lease to and the Lease, including the payment of Rent, through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to . If Tenant does not pay the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of Fee during the Termination Notice or as of Option Period, then Tenant shall have no option to terminate the Termination Date*CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Appears in 1 contract

Samples: Lease Agreement (Equinix Inc)

Termination Option. Notwithstanding anything to So long as there exists no default either at the contrary contained in time of exercise or on the Early Termination Date (as hereinafter defined), the Tenant named herein has not assigned any portion of this LeaseLease nor sublet any portion of the Premises, Tenant shall have the one-time option to terminate this Lease (the “Termination OptionRight”) to terminate this Lease, effective as of the last first day of the sixtieth (60th) full calendar eighty-fifth month of the Term (the “Early Termination Date”), by providing Landlord with ) upon not less than twelve (12) months prior written notice to Landlord. In order to be effective, such notice must be accompanied by a termination payment equal to (i) the unamortized balance of such Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) three (3) months’ Rent at the rate payable as of the Early Termination Option election (the “Termination Notice”)Date. Such Termination Notice shall be effective only if it is given If Tenant fails to Landlord at least nine (9) full calendar months prior to exercise the Termination Date (the “Termination Notice Deadline”); accordinglyRight strictly in accordance with this section, if Tenant has not given its Termination Notice to Landlord prior to then the Termination Notice Deadline, this Termination Option Right shall expire and be of no further force or effect, automatically lapse and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation NoLease. 4 at any time after Upon timely exercise of the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to Right in compliance with the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectivelyterms hereof, the Early Termination Fee”) equal to Date shall be deemed the sum of (i) Ninety Thousand Three Hundred Twenty-Five Expiration Date and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through surrender the Premises on or before the Early Termination Date, including, without limitation, Additional Rent that accrues pursuant to Date in accordance with the terms of this Lease. For the purposes hereof, with “Lease Costs” shall be the cost of all brokerage commissions, rental abatements, and Tenant allowances, plus interest on the foregoing items accruing from the Rent Commencement Date at the rate of eight percent (8%) per annum. For purposes of determining the unamortized balance of Lease Costs, Lease Costs shall be amortized on a straight line basis over the Initial Term. Within sixty (60) days after substantial completion of Landlord’s Work, Landlord shall provide a detailed breakdown of the Lease Costs and an amortization schedule for the same, provided that any delay in delivery of such obligations surviving breakdown shall not have any impact on the early termination obligation of Tenant to pay such amounts as provided in this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateparagraph.

Appears in 1 contract

Samples: Lease (JetPay Corp)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-a one (1) time option to terminate this Lease (the “Termination Option”) to terminate this Lease, effective as of on the last day of the sixtieth one hundredth (60th100th) full calendar month of the Initial Term (the “Termination Date”), by providing provided that (a) Tenant shall give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Notice shall be effective only Option, if it is given to Landlord at least nine all, no sooner than the last day of the eighty-eighth (988th) full calendar months prior to month of the Termination Date Initial Term and no later than the last day of the ninetieth (90th) full month of the “Termination Notice Deadline”); accordinglyInitial Term, if (b) Tenant has shall not given its be in default under the terms of this Lease (after the lapse of all applicable notice and cure periods) at the time Tenant delivers the Termination Notice to Landlord prior to or at any time between delivery of the Termination Notice Deadline, this and the Termination Option shall expire and be of no further force or effectDate, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to (c) concurrently with Tenant’s delivery of its the Termination NoticeNotice to Landlord, Tenant must have delivered shall pay to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars the unamortized balance ($90,325.14amortized over the Initial Term), as of the Termination Date, of the Tenant Improvement Allowance, plus (ii) all unamortized Transaction Costs, an amount equal to the monthly Basic Rent payable as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred Termination Date multiplied by Landlord as a result twenty (20). The actual amount of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues Fee (as calculated pursuant to the terms of this Lease, with all of such obligations surviving immediately preceding sentence) shall be specified in the early termination Commencement Letter. The Termination Option is applicable to the original Premises only and shall not apply to any additional or expansion premises in the Project which may become a part of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are Termination Option is personal to the named TenantOriginal Tenant (or any Permitted Transferee) and may not be exercised or assigned, and in the event of voluntarily or involuntarily, by or to any assignment of this Lease person or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force entity other than such Original Tenant or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DatePermitted Transferee.

Appears in 1 contract

Samples: Lease Agreement (Maravai Lifesciences Holdings, Inc.)

Termination Option. Tenant shall have a single option to terminate this Lease, which termination shall be effective on the "Cancellation Date" (as hereinafter defined), subject to all of the following terms and conditions: (a) If Tenant wishes to exercise its termination option hereunder, Tenant must deliver to Landlord, clear and unconditional written notice of Tenant's election to terminate this Lease (the "Election Notice"), at any time prior to the fourth (4th) anniversary of the Rent Commencement Date, time being of the essence; (b) Upon Tenant's timely exercise of its termination option, the effective date for the termination of this Lease (the "Cancellation Date") shall be the fifth (5th) anniversary of the Rent Commencement Date, time being of the essence; (c) In consideration of said Lease termination, Tenant must pay Landlord $1,000,000.00 (if Tenant terminates to move its business operations to the City of Bridgeport), but otherwise $1,250,000.00 (if Tenant terminates for any other reason or no reason) (said payment, the "Cancellation Fee"), said payment to be in good funds, subject to collection, by certified check payable to the order of Landlord and delivered to Landlord on or before the Cancellation Date, time being of the essence; (d) 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 Rental obligations) through and including the Cancellation Date; and (e) Notwithstanding anything to the contrary contained in this Lease, Tenant Tenant's termination option hereunder shall be subject to the following additional conditions: (i) As of the date of the Election Notice (and Landlord's receipt of the Cancellation Fee), no Event of Default shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire occurred and be of no further force or effect, continuing; (ii) If Tenant fails to properly and Tenant shall have no right or timely exercise its option to terminate this Lease pursuant hereunder, said option shall be null and void; (iii) Tenant's option to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent terminate herein shall be personal to Initial Tenant only, and shall not be transferred or assigned to any other parties; (iv) Such termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for shall not release or discharge any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its 's obligations under this Lease accruing up to and through including the Termination Cancellation Date; (v) Such termination option shall lapse and have no force or effect after the fourth (4th) anniversary of the Rent Commencement Date if not theretofore duly exercised as required herein; and (vi) In the event there is an Event of Default that occurs and is continuing up to and including the Cancellation Date, includingLandlord, without limitationat Landlord's option, Additional Rent that accrues pursuant to the terms of this Lease, with all may negate Tenant's exercise of such obligations surviving the early termination of this Lease. The rights granted option by written notice to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of which case this Lease or sublease by Tenant, this Termination Option shall thenceforth be void continue in full force and effect from the date of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any Landlord's notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datewith such termination option being null and void.

Appears in 1 contract

Samples: Agreement of Lease (National Patent Development Corp)

Termination Option. Notwithstanding anything to Provided: (i) Tenant is not currently in default of the contrary contained Lease; (ii) the Lease is in this Leasefull force and effect and (iii) Tenant is the originally named Tenant or a Permitted Transferee, Tenant shall have has the one-time option right to terminate the Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of ). The “Termination Date” means the last day of the sixtieth (60th) 67th full calendar month of after the Term (Full Rent Start Date. If Tenant desires to exercise the Termination Date”)Option, by providing Tenant must give to Landlord with irrevocable written notice of such Tenant’ s exercise of the Termination Option election (the “Termination Notice”), together with the Termination Payment (as defined below). Such The Termination Notice shall and the Termination Payment must be effective only if it received by Landlord no later than the date that is given to Landlord at least nine (9) full calendar 12 months prior to the Termination Date Date, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Notice Deadline”)Payment” means the sum of the unamortized (amortized on a straight-line basis with interest at 8%) amount of the following in connection with the Lease: (i) brokerage commissions and attorneys’ fees paid by Landlord; accordingly(ii) rent concessions; and (iii) total cost incurred by Landlord for improvements to the Premises, if including without limitation the Leasehold Improvements, plus any and all allowances to Tenant, including without limitation the Improvement Allowance. All costs associated with the Landlord's Base Building Work shall not be included in the calculation of the Termination Payment. Landlord shall provide the calculation of the Termination Payment in the COLT. If such calculation is not provided in the COLT then Tenant has shall not given its be obligated to pay the Termination Payment at die time Termination Notice to Landlord prior to is provided but shall make such payment within thirty (30) after receipt of such calculation in accordance with the terms of this Amendment. Tenant’s payment of the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As Payment is a condition precedent to any the termination of this the Lease pursuant to on the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this LeaseDate, and (iii) legal fees incurred by Landlord in connection with this Lease such obligation survives the Expiration Date. Tenant acknowledges and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, agrees that the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to such lossthe dates and deadlines set forth herein. Tenant shall continue to be liable for its obligations under this Lease Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and through including the Termination Date, includingTenant is in monetary default of the Lease, beyond any applicable notice and cure period, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant's exercise of the Termination Option, in which case the Lease shall continue in full force and effect for the full Term unaffected by Tenant’ s exercise of the Termination Option. As of the date Tenant delivers the Termination Notice, any and all unexercised rights or options of Tenant to extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with the Lease immediately terminate and are automatically, without limitationfurther action required by any party, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, null and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery exercise of the Termination Notice or Option pursuant to the foregoing, the Lease and the Term shall come to an end on the Termination Date with the same force and effect as of if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 of the Original Lease shall apply.

Appears in 1 contract

Samples: Lease (Paratek Pharmaceuticals, Inc.)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-one time option right to terminate this Lease (the “Termination OptionRight), if Tenant’s average level of deposits from its operations at the Premises during Tenant’s third full year of fiscal reporting at the Premises falls below Twenty Million and No/100 Dollars ($20,000,000.00) (the “Test Year”). If Tenant fails to terminate this Leaseexercise the Termination Right within sixty (60) days after the Test Year has expired, effective as then any attempted exercise of the last day Termination Right shall be null, void and of no force and effect. Tenant shall, simultaneously with the delivery of the sixtieth Termination Notice, provide Landlord with its fiscal report for the Test Year evidencing that Tenant’s deposits were less than Twenty Million and No/100 Dollars (60th$20,000,000.00) full calendar month for the Test Year. The Termination Right shall not be available to Tenant during any subsequent Lease Years or during any exercised Option Terms and in the event Tenant exercises an Option Term, this Section 20.24 shall be rendered null and void. Tenant may exercise this Termination Right, if at all, by written notice to Landlord given within thirty (30) days following the expiration of the Term Test Year in which Tenant’s deposits were less than Twenty Million and No/100 Dollars ($20,000,000.00) [the “Termination Notice”]. The Termination Date will be the date which is six (6) months after the date of Landlord’s receipt of the Termination Notice (the “Termination Date”). If Tenant terminates the Lease as provided above, by providing Landlord with written notice of such Termination Option election (Tenant shall vacate the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to Premises on or before the Termination Date (in the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to condition otherwise required under Section 18.01 hereof. From the date of the Termination Notice Deadlinethrough the Termination Date, this Termination Option the Lease shall expire remain in full force and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery honor all of its Termination Notice, obligations hereunder. If Tenant must have delivered to Landlord with exercises its Termination NoticeRight as provided above, an simultaneously with such exercise, and after receipt of written notice from Landlord stating the amount as a termination fee (collectively, of the “Termination Fee”) equal to the sum of Commission Reimbursement,” (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined), incurred in connection with this Lease and incurred by Tenant shall reimburse Landlord for any other expansion space leased by Tenant, all amortized using an interest rate the unamortized portion of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred brokerage fee paid by Landlord in connection with this Lease (based upon a ten (10) year amortization schedule) [the “Commission Reimbursement”], together with the sum of Two Thousand and any future amendment whereby No/100 Dollars ($2,000.00) for Landlord’s legal and administrative costs (the “Additional Reimbursement”) pursuant to this Section 20.24. Landlord agrees to provide Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent with written notice of the amount of the Commission Reimbursement and cash allowances or similar costs and expenses provided to the Additional Reimbursement simultaneously with Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of giving Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateprovided above.

Appears in 1 contract

Samples: Lease Agreement (Alliance Bankshares Corp)

Termination Option. Notwithstanding anything Tenant will use the Second Expansion Space to schedule appointments with Tenant's clients ("Clients") for the contrary contained use of conference rooms located in this Lease, Tenant the Second Expansion Space. Landlord shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this the Lease pursuant with respect to this Special Stipulation No. 4 the Second Expansion Space at any time anytime after the Termination Notice Deadline. As a condition precedent earlier to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum occur of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)May 31, plus 2000, or (ii) the last date that the conference room is booked for use by any of such Clients (the "Earliest Termination Date"), provided Landlord gives notice thereof to Tenant not less than ten (10) days prior to the Earliest Termination Date. Such notice must specify the date (which cannot be prior to the Earliest Termination Date) on which Landlord desires the termination to become effective (the " Actual Termination Date"). Tenant must pay in full, on or before the Actual Termination Date all unamortized Transaction CostsSecond Expansion Space Percentage Rent, as hereinafter definedActual Operating Expenses, incurred in connection with additional rent, and all other sums due by Tenant under this Lease through and incurred by Landlord for any including the Actual Termination Date. After Landlord's receipt of such sums, and so long as Tenant has surrendered the Premises, including the alterations, improvements and changes, other expansion space leased by than Tenant's fixtures remaining the property of Tenant, all amortized using an interest rate of nine percent broom-clean and in the condition the same were in on the commencement date for the Second Expansion Space, subject only to (9%i) per annum over ordinary and customary wear and tear, and (ii) damage resulting from a fire or other casualty. in the ninety-one (91) month term of condition required under this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and neither party shall have any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallyrights, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances liabilities or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through for the period accruing after the Actual Termination Date, includingexcept those which, without limitation, Additional Rent that accrues pursuant to by the terms provisions of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at expressly survive the time termination of the delivery of the Termination Notice or Lease, as of the Termination Datemodified by this Third Amendment.

Appears in 1 contract

Samples: Lease Agreement (Crescent Operating Inc)

Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseSection 3.5, Tenant shall have the one-time option (the “Termination Option”) to terminate this Leasethe Lease (as amended) as to the 6340 Building, the 6310 Building and/or the 6290 Building effective as of the last day any date of the sixtieth New Expansion Term selected by Tenant after the date which is fifty-four (60th54) full calendar month of months after the Term Expansion Commencement Date specified in Section 2.1 hereof (any such date to be referred to herein as the “Termination Date”); provided, by providing however, that in no event may Tenant exercise the Termination Option with respect to the 6310 Building unless Tenant also exercises the Termination Option for the 6340 Building and/or the 6290 Building and in no event may Tenant exercise the Termination Option for just a portion of any building. In order to exercise the Termination Option, Tenant must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Option, which Termination Notice shall specify the applicable Termination Date and which Termination Notice must be effective only if it is given delivered to Landlord at least nine twelve (912) full calendar months prior to the designated Termination Date Date, (b) at the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to time of the Termination Notice DeadlineNotice, this Termination Option shall expire and be an Event of no further force or effectDefault must not exist, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to (c) concurrently with Tenant’s delivery of its the Termination NoticeNotice to Landlord, Tenant must have delivered shall pay to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)the “Amortization Installment”, plus (ii) all comprised of the unamortized Transaction Costsbalance, as hereinafter definedof the Termination Date, incurred in connection with this Lease of the (A) Improvement Allowance and incurred Additional Allowance (if applicable) actually utilized by Landlord Tenant for any other expansion such space leased by Tenantpursuant to Section 2.1 of the Work Letter Agreement, all amortized using an interest rate of nine percent (9%B) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred brokerage commissions paid by Landlord in connection with this Lease Second Amendment and any future amendment whereby Tenant is leasing additional applicable to such space, and (C) Base Rent Abatement applicable to such space pursuant to Section 4.3 below, plus (ii) the “Base Rent Installment”, comprised of an amount equal to three (3) months of Base Rent for such space calculated at the rate payable as of the date of delivery of the Termination Notice. “Transaction Costs” Amortization pursuant to subsection (i), above, shall include generally, be calculated on a straight-line basis without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With an interest component over a seven (7) year amortization schedule (with respect to any future expansion spacethe 6290 Initial Premises), over a period from the Transaction Costs will be amortized 6290 Must-Take Premises Commencement Date through the New Expiration Date (with respect to the 6290 Must-Take Premises) and over the period commencing on from December 1, 2016 through the effective date of New Expiration Date (with respect to the Existing Premises). Upon written request from Tenaxx xxxivered to Landlord at any time prior to Tenant’s lease delivery of such expansion space through the expiration date Termination Notice, Landlord and Tenant shall use good faith efforts to mutually agree upon the calculation of the Amortization Installment. Notwithstanding Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate payment of the damages which would be incurred by Landlord as a result Termination Fee, Tenant shall remain responsible for payment of such early termination Base Rent and all other obligations of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages Tenant with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and space through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Office Lease (Dexcom Inc)

Termination Option. A. Notwithstanding anything to the contrary contained in this Lease, Tenant in the event Lessee fails to exercise its Expansion Option to lease the 3931 Property, as set forth in Paragraph 12 hereinabove, Lessee shall have the one-time option (the “Termination Option”) to terminate and cancel this Lease, Lease effective as of the last calendar day of the sixtieth any calendar month including or following thirty-sixth (60th36th) full calendar month of the Extended Term (the “Early Termination Date”), by providing Landlord with ) upon Lessee’s delivery of written notice of such Termination Option election to Lessor (the “Termination Notice”). Such Termination Notice , which notice shall be effective only if it is given delivered to Landlord at least nine (9Lessor no later than nine(9) full calendar months prior to the intended Early Termination Date (the “Termination Notice DeadlinePeriod”); accordingly, if Tenant and concurrently therewith, Lessee shall deliver to Lessor a termination fee equal to (i) six (6) months of the then existing Base Rent, and (ii) the unamortized Allowance and leasing commissions paid by Lessor (as of the date six (6) months following the Early Termination Date, to take into account, in each case, the six (6) months of Base Rent included in the Termination Fee), and (iii) the full amount of any unamortized Additional Allowance which has not given its been drawn by Lessee, with accrued interest, that is then due and owing to Lessor (collectively the ”Termination Notice Fee”). Subject to Landlord prior to Lessor’s timely receipt of the Termination Notice Deadlineand the Termination Fee, this Termination Option Lease shall expire automatically terminate and be of no further force or effect, and Tenant Lessor and Lessee shall have no right or option be relieved of their respective obligations under this Lease, as of the Early Termination Date, except with respect to terminate those obligations set forth in this Lease pursuant to this Special Stipulation No. 4 at any time after which specifically survive the Termination Notice Deadline. As a condition precedent to any expiration or earlier termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant the payment by Lessee of all amounts owed by Lessee under this Lease accruing prior to the terms of this Lease, with all of such obligations surviving the early termination of this LeaseEarly Termination Date. The termination rights granted to Tenant Lessee under this Special Stipulation No. 4 Paragraph 13 are personal to the Lessee originally-named Tenantin this Second Amendment or any Permitted Transferee, and may not be assigned or transferred to any other person or entity. If Lessee fails to deliver timely the Termination Notice and the Termination Fee in the event of accordance with this Paragraph 13, then any assignment of this Lease or sublease by Tenantpurported exercise shall be deemed null, this Termination Option shall thenceforth be void and of no further force or and effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Improvement Construction Agreement (Acadia Pharmaceuticals Inc)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, (a) Tenant shall have the one-time option to terminate this Lease (the each a “Termination Option”) to terminate this Lease, effective as of either the last day immediately preceding the fifth (5th) year anniversary of the sixtieth Commencement Date or the day immediately preceding the seventh (60th7th) full calendar month year anniversary of the Term Commencement Date (the each a “Termination Date”), by providing Landlord with . Tenant must deliver written notice to Landlord of such its intention to exercise its Termination Option election no later than nine (9) months prior to either Termination Date (the “Termination Notice”), time being of the essence. Such Within ten (10) days after receipt of the Termination Notice Landlord will provide Tenant with a written calculation of the applicable termination fee (the “Termination Fee”). The Termination Fee will be equal to the sum of all of Landlord’s unamortized transaction costs associated with the Premises, including but not limited to Landlord’s unamortized costs for Landlord’s Work, and brokerage commissions plus a ten percent (10%) add-on factor (or a five percent (5%) add-on factor if the Termination Date is the day immediately preceding the seventh (7th) year anniversary of the Commencement Date). Within ten (10) days after receipt of written notice of the Termination Fee, Tenant shall be effective only if it is given pay such amount to Landlord by certified or cashier’s check or by wire transfer. In such event, Tenant will vacate and surrender possession of the Premises to Landlord on the Termination Date in the manner required under this Lease. Tenant’s failure to pay the Termination Fee within such ten (10) day period will cause the Termination Notice be null and void and of no force or effect. Any attempt by Tenant to exercise its Termination Option by any method, at least nine (9) full calendar months any time or in any circumstances other than as specifically set forth in this Section 21.25 will be null and void and of no force or effect at the sole option and discretion of Landlord. The Termination Option is reserved to Tenant and will not inure to the benefit of any assignees, sublessees, transferees, successors and/or assigns of Tenant other than Permitted Transferees. Notwithstanding any exercise of the Termination Option by Tenant pursuant to this Section 21.25, Tenant shall remain liable to Landlord for any and all Base Rent, Additional Rent and/or any other amounts and to perform any and all of Tenant’s obligations which accrue prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force but which become due on or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Lease Agreement (Enova International, Inc.)

Termination Option. Notwithstanding anything Subject to the contrary contained in this Leaseterms and provisions hereinafter set forth, Tenant shall have the one-time option (the “Termination Option”) to terminate this the Lease, as to the 20th Floor Expansion Space only, effective as of March 31, 2003 (such date of termination, the last day "Termination Date"), which option shall be exercised, time being of the sixtieth (60th) full calendar month essence, by written notice given by Tenant to Landlord no later than December 31, 2001. Tenant's termination notice shall be accompanied by payment to Landlord in cash or by certified or cashier's check of 50% of the Term "Termination Fee" (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”as hereinafter defined). Such The other 50% of the Termination Notice Fee shall be effective only if it paid no later than February 28, 2003. The effectiveness of Tenant's exercise of the termination option is given conditioned upon Tenant paying to Landlord at least nine (9) full calendar months prior to such portions of the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice DeadlineFee by such dates. As a condition precedent to any termination of this Lease pursuant to used herein, the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its "Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, Fee" shall be an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars the unamortized portion ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using applying an interest rate of nine percent (9%10% per annum) per annum over of the ninety-one (91) month term of this Lease, Allowance and (iii) legal fees incurred leasing commissions paid by Landlord in connection with this Lease and any future amendment whereby Tenant is the leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and20th Floor Expansion Space, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms aggregate amount of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant$422,453.00, and in (ii) three (3) full months of the event of any assignment of this Lease or sublease by Tenantthen escalated "gross rent" (i.e., this Termination Option shall thenceforth be void Base Rent and of no further force or effectOperating Expense Deposits). Tenant’s rights under this Special Stipulation No. 4 No termination hereunder shall be effective only if unless Tenant is not in a default (regardless of any notice and/or cure period) under has paid the Lease, either foregoing amounts to Landlord at the time of times required under this Paragraph 5. If Tenant so elects to terminate this Lease as to the delivery of the Termination Notice or 20th Floor Expansion Space, then, effective as of the Termination Date, the Lease as to the 20th Floor Expansion Space shall be deemed to have expired by lapse of time and Tenant shall return the 20th Floor Expansion Space to Landlord on the Termination Date in accordance with the requirements of this Lease. All obligations of either party to the other which accrue under the Lease as to the 20th Floor Expansion Space on or before the Termination Date shall survive such termination and neither the exercise of such right nor such termination shall affect Landlord's remedies on account of any default by Tenant existing prior to the Termination Date.

Appears in 1 contract

Samples: Lease Exhibit (Northern Trust Corp)

Termination Option. Notwithstanding anything to Provided that no Event of Default shall exist under the contrary contained Building 1 Lease or the Building 2 Lease (collectively, the "Terminable Leases") or would exist but for the pendency of any cure period provided for in this LeaseSection 25.1 of either of the Terminable Leases, either on the date Tenant delivers its Termination Notice (as hereinafter defined) or on the Termination Date (as hereinafter defined), Tenant shall have the one-time option right to terminate the Terminable Leases with respect to the entire Building 1 Premises and the entire Building 2 Premises as of (i) December 31, 2024, (ii) December 31, 2025, or (iii) December 31, 2026 (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “"Termination Date"), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to giving Landlord at least nine twelve (912) full calendar months months' prior to the Termination Date written notice (the "Termination Notice Deadline”); accordingly, Notice") accompanied by a payment of a termination fee (the "Termination Fee") to Landlord as follows: (1) if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease terminates pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease (i) above, $1,161,808.00; (2) if Tenant terminates pursuant to the provisions of this Special Stipulation No(ii) above, $261,976.00; and (3) if Tenant terminates pursuant to (iii) above, no Termination Fee shall be payable. 4, in addition Tenant's failure to pay such Termination Fee simultaneously with Tenant’s 's delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a Notice shall render void the termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, Terminable Leases and the Terminable Leases shall continue in that regard, constitutes liquidated damages with respect to such lossfull force and effect. Tenant shall continue to be liable for its obligations under this Lease pay all Rent due to and through the Termination DateDate specified and shall surrender the Building 1 Premises and the Building 2 Premises to Landlord on or before the Termination Date in the manner and in the condition provided for in the Terminable Leases, includingas applicable. Tenant shall permit Landlord or its agents, with reasonable advance notice, to enter the Building 1 Premises and the Building 2 Premises, without limitationcharge therefore to Landlord and without diminution of Rent, Additional to exhibit the same to prospective tenants during such twelve (12) month period. The Termination Fee shall not be deemed to be Rent that accrues pursuant to payable under the terms of this Leasethe Terminable Leases, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 but rather shall be effective only if deemed liquidated damages payable by Tenant is not to Landlord in a default (regardless consideration of any notice and/or cure period) under Landlord’s agreement to terminate the Lease, either at the time of the delivery of the Termination Notice or Terminable Leases as of the Termination Dateherein provided.

Appears in 1 contract

Samples: Formfactor Inc

Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseArticle 34, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, Lease effective as of the last day of the sixtieth fifth (60th5th) full calendar month of the Term Lease Year only (the “Termination Date”)Date”).In order to exercise the Termination Option, by providing Tenant must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Option, which Termination Notice shall must be effective only if it is given delivered to Landlord at least nine (9) full calendar months prior to the Termination Date Date, (b) at the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to time of the Termination Notice DeadlineNotice, Tenant shall not be in default under this Termination Option shall expire and be Lease after expiration of no further force or effectapplicable cure periods, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to (c) concurrently with Tenant’s delivery of its the Termination NoticeNotice to Landlord, Tenant must have delivered shall pay to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five the unamortized balance, as of the Termination Date, of the (A) Improvement Allowance actually utilized by Tenant, and 14/100Dollars ($90,325.14)B) brokerage commissions paid by Landlord in connection with this Lease, plus (ii) all unamortized Transaction Costsan amount equal to four (4) months of monthly Basic Rental calculated at the rate otherwise payable for the first four (4) months after the Termination Date. Amortization pursuant to subsection (i), above, shall be calculated on a ten (10) year amortization schedule commencing as hereinafter definedof the Commencement Date based upon equal monthly payments of principal and interest, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest imputed on the outstanding principal balance at the rate of nine percent (9%) per annum over annum. However, if Tenant exercises its right of first offer pursuant to Article 32 above, the ninety-one Termination Fee shall be increased by the sum of (91A) month term an amount equal to four (4) installments of this Lease, monthly Basic Rental for the First Offer Space at the rate which would have been payable by Tenant for the First Offer Space for the first four (4) months after the Termination Date and (iiiB) legal fees the unamortized amount, as of the Termination Date, of any out-of-pocket sums expended by Landlord to improve the First Offer Space and any brokerage commissions incurred by Landlord in connection with this such expansion, with such amortization to be calculated over an amortization period from the commencement date for the First Offer Space until the date of expiration of the initial Lease Term, based upon equal monthly payments of principal and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallyinterest throughout such amortization period, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing with interest imputed on the effective date outstanding principal balance at the rate of nine percent (9%) per annum. Tenant’s lease exercise of such expansion space through the expiration date of Termination Option and Tenant’s lease payment of such expansion space. It is hereby acknowledged that Termination Fee shall not relieve Tenant of any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations to pay Monthly Basic Rental and other obligations of Tenant under this Lease which become due prior to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Standard Office Lease (1st Pacific Bancorp)

Termination Option. Notwithstanding anything to Provided that that no uncured Event of Default then exists (both at the contrary contained in this Leasetime of the giving of notice and at the scheduled termination date), then Tenant shall have the one-time option (the “Termination Option”) to may terminate this Lease, Lease effective as of the last day of the sixtieth (60th) full calendar month of the Term October 31, 2008 (the "Effective Termination Date"), by providing Landlord with delivering written notice of such Termination Option election termination (the "Termination Notice") to Landlord on or before July 31, 2008. Landlord shall provide Tenant written notice of the amount of the Termination Fee (defined below), within ninety (90) days following the Commencement Date for the Initial Premises. Such Tenant shall pay the Termination Notice Fee in cash or immediately available funds to Landlord concurrently with the delivery of the Termination Notice. The term "Termination Fee" shall mean an amount of money equal to the brokerage commission paid to Tenant's Broker in connection with this Third Amendment. The Termination Fee shall be effective only if it is given fully earned by Landlord upon its delivery and shall be non-refundable to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation Nofor any reason. 4 at any time after the Termination Notice Deadline. As a condition precedent to any Notwithstanding Tenant's early termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Noticeparagraph, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be remain liable for its all obligations which accrue under this Lease through and including the Effective Termination Date. Tenant's failure to and through timely notify Landlord of Tenant's election hereunder or to timely deliver the Termination Date, including, without limitation, Additional Rent that accrues pursuant Fee to the terms of this Lease, with all of such obligations surviving the early termination of Landlord shall automatically extinguish Tenant's right to terminate this Lease. The rights termination option hereby granted to Tenant under this Special Stipulation No. 4 are is personal to the named Tenant, and in the event of any assignment or subletting by Tenant of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time or any termination of the delivery Lease not in accordance with this Section shall terminate the termination option of the Termination Notice or as of the Termination DateTenant hereby granted.

Appears in 1 contract

Samples: Lease Agreement (CombiMatrix Corp)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the a one-time option (the “Termination Option”) right to terminate this Lease, the Lease effective as of the last day of the sixtieth (60th) full calendar month of the Term 11:59 p.m. on October 31, 2015 (the “Termination Date”), by providing Landlord with written notice of such Termination Option Tenant’s election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation Noon or before November 1, 2014 (the “Notice Date”). 4 at any time after If Tenant gives the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Noticenotice, Tenant must have delivered to Landlord with its Termination Notice, an amount as pay a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five $733,101.00, representing the unamortized balance of the Tenant Allowance, brokerage commissions and 14/100Dollars Landlord’s attorney’s fees ($90,325.14)amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, plus and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all unamortized Transaction Costs, as hereinafter defined, incurred calculated at the rate that would have been in connection with this Lease and incurred by Landlord effect for any other expansion space leased by Tenant, all amortized using an interest rate the three months following the Termination Date). The transaction cost component of nine percent the Termination Fee (9%$733,101) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the damages which would be incurred by Landlord as a result of such early termination Termination Fee, and payment of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, including, without limitation, Additional Rent that accrues pursuant to time being of the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenantessence, this Termination Option right to terminate shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only Moreover, if Tenant is not in a default (regardless of any notice and/or cure period) under fails to timely pay the Lease, either at the time of the delivery rent component of the Termination Notice Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date., Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effect. Landlord’s approval: /s/ Xxxxxxx X. Xxxxx, Chief Investment Officer Senior Vice President

Appears in 1 contract

Samples: Lease (Ev3 Inc.)

Termination Option. Notwithstanding anything to So long as Tenant is not in default at either the contrary contained in this Leasetime of exercise or at the time of termination, Tenant shall have the one-time option (the “Termination Option”) to terminate this LeaseLease ("Termination Option"), effective as of the last day preceding the fourth (4th) anniversary of the sixtieth (60th) full calendar month of the Term Commencement Date (the "Early Termination Date"). The Termination Option may be exercised only in strict compliance with the terms of this Article. The Termination Option shall be exercised, if at all, by providing delivery to Landlord with written of a notice of such Termination Option election termination (the “"Termination Notice"). Such The Termination Notice shall (i) must be effective only if it is given to Landlord at least nine delivered not later than six (96) full calendar months prior to the Early Termination Date Date, and (ii) must be accompanied with a certified or cashier's check in the amount of Eighty-Two Thousand Five Hundred ($82,500.00) (the "Termination Notice Deadline”Payment"); accordingly, . If and only if Tenant has not given its Termination Notice to Landlord prior to timely and properly delivers the Termination Notice Deadlineand the Termination Payment, the Term of this Lease shall end on the Early Termination Option Date, as though the Early Termination Date had been originally fixed as the expiration date of such Term. All terms and conditions of this Lease and Tenant's obligations hereunder, including without limitation Tenant's obligation to pay rent, shall expire continue up to and be including the Early Termination Date. The Termination Payment is the sole property of no further force or effect, Landlord upon payment and is not refundable under any circumstances. Tenant acknowledges and agrees that the Termination Payment is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant over the remainder of the scheduled term after the Early Termination Date. All obligations of Tenant under this Lease not fully performed as of the Early Termination Date shall have no right or survive the Early Termination Date. This option is not transferable; the parties hereto acknowledge and agree that they intend that the aforesaid option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided be "personal" to Tenant as set forth above and that in no event will any assignee or incurred by Landlord. With respect sublessee have any rights to any future expansion space, exercise the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required aforesaid option to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateterminate.

Appears in 1 contract

Samples: Commencement Agreement (Biotel Inc.)

Termination Option. Notwithstanding anything Provided: (i) no Event of Default exists nor any condition exists that, as the result of notice previously given by Landlord and/or the passage of time, would constitute an Event of Default; (ii) this Lease is in full force and effect; (iii) Tenant is the originally named Tenant or a Permitted Transferee; and (iv) Tenant has not expanded the Premises after the Commencement Date (other than in connection with the ROFO (as defined below) prior to the contrary contained 56-month anniversary of the Commencement Date), Xxxxxx has the right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in this Lease, Tenant shall have accordance with and subject to each of the one-time option following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the ). “Termination Date”)” means the day immediately prior to the 104th-month anniversary of the Commencement Date. If Tenant desires to exercise the Termination Option, by providing Tenant must give to Landlord with irrevocable written notice of such Tenant’s exercise of the Termination Option election (the “Termination Notice”), together with the Termination Payment (as defined below). Such The Termination Notice shall and the Termination Payment must be effective only if it received by Landlord no later than the date that is given to Landlord at least nine (9) full 12 calendar months prior to the Termination Date Date, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to Payment” means the sum of: the unamortized (amortized on a straight-line basis over the Initial Term with interest at 7%) amount as of the Termination Notice Deadline, this Termination Option shall expire and be Date of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord following in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent to this Lease: (i) brokerage commissions and cash allowances or similar costs and expenses provided to Tenant or incurred reasonable attorneys’ fees paid by Landlord. With respect ; (ii) rent concessions; and (iii) any and all allowances to any future expansion spaceTenant, including without limitation the Transaction Costs will be amortized over Improvement Allowance (as defined in Exhibit C); provided, however, Tenant acknowledges and agree that Landlord may modify the period commencing on amount of the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant Termination Payment in connection with Xxxxxx’s exercise of the ROFO. Tenant’s payment of the Termination Payment is a condition precedent to the termination of this Lease on the Termination Date, and such early termination obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or ACH. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to such lossthe dates and deadlines set forth herein. Tenant shall continue to be liable for its obligations under this Lease Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and through including the Termination Date, includingthere is an Event of Default, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. As of the date Tenant delivers the Termination Notice, any and all unexercised rights or options of Tenant to extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with this Lease shall immediately terminate and are automatically, without limitationfurther action required by any party, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, null and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery exercise of the Termination Notice or as of Option pursuant to the Termination Date.foregoing, this Lease and the Term shall come to an end on the

Appears in 1 contract

Samples: BlackSky Technology Inc.

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option may elect to terminate this Lease pursuant (the "Early Termination Option") effective as of May 31, 2017 (the "Early Termination Date"), by giving Landlord prior written notice ("Tenant's Early Termination Notice") on or before August 31, 2016, provided that: (1) on or before the Early Termination Date, Tenant has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to this Special Stipulation No. 4 at any time after the Landlord concurrently with Tenant's Early Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum (a) $24,009.00 (2 months of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14Basic Rent), plus (iib) 2 months of Tenant's Share of Expenses for the Premises (based on Landlord's reasonable estimate of such Expenses), and plus (c) the unamortized portion of the Landlord's leasing costs (including without limitation all unamortized Transaction Costsleasing commission charges, as hereinafter definedthe Abated Rent, incurred in connection and the Allowance), based on amortizing such costs with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest thereon at the rate of nine percent (9%) 6% per annum annum, in equal installments of interest and principal over the ninety-one (91) month term last 36 months of the initial Term. Tenant's right to exercise this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant Early Termination Option is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances conditioned on there being no uncured Event of Default at the time of exercise of the Early Termination Option or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion spaceEarly Termination Date. It If this Early Termination Option is hereby acknowledged that any such amount required to be paid by timely exercised, then Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate will deliver possession of the damages which would be incurred by Premises to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, on the Early Termination Date in that regard, constitutes liquidated damages accordance with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this LeaseLease and all other terms will apply as if this Lease had expired according to its terms, with all including Tenant's Share of Expenses attributable to periods prior to the Early Termination Date at such obligations surviving time as such obligation is determined. If Tenant fails to timely give notice, then Tenant will be deemed to have waived its right to terminate pursuant to this Section. This Early Termination Option is personal to Tenant (and not to any assignee or subtenant) and may not be assigned, it being agreed such right is not appurtenant to the early termination of Premises or this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to ; upon a Transfer of the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void Section is null and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datevoid.

Appears in 1 contract

Samples: Lease Agreement (Aspirity Holdings LLC)

Termination Option. Notwithstanding Subject to the terms of this Paragraph 11 and Paragraph 9 of this Amendment, entitled "Options", and notwithstanding anything to the contrary contained in this Leasethe Amendment, Tenant shall have the one-one time option (the “Termination Option”) to terminate this and cancel the Lease, as amended hereby, with respect to the Expansion Space, effective as of the last day expiration of the sixtieth thirty-sixth (60th36th) full calendar month of the Expansion Space Term (the “"Termination Date"), by providing Landlord with written notice of such delivering to Landlord, no later than the date which precedes the Termination Option election Date by six (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least 6) months (but not more than nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”Date); accordingly, if Tenant has not given written notice of Tenant's exercise of its Termination Option ("Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice DeadlineTermination"). As a condition precedent to any termination of this Lease pursuant to the provisions effectiveness of this Special Stipulation No. 4, Tenant's exercise of its Termination Option and in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered 's obligation to Landlord with its Termination Notice, an amount satisfy all other monetary and non-monetary obligations arising under the Lease as a termination fee (collectively, the “Termination Fee”) equal amended hereby through to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, concurrently with Tenant's delivery of the Notice of Termination to Landlord, Tenant shall pay to Landlord a termination fee of Three Hundred Fifty-Eight Thousand Five Hundred Thirty-Eight and No/100ths Dollars ($358,538.00) (the "Termination Consideration"). If Tenant properly and timely exercises its Termination Option and properly and timely delivers the Termination Consideration to Landlord and satisfies all other monetary and non-monetary obligations under the Lease including, without limitation, Additional Rent that accrues pursuant the provisions regarding surrender of the Expansion Space all of which must be accomplished on or before the Termination Date, then the Lease will terminate as to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or Expansion Space as of midnight on the Termination Date.

Appears in 1 contract

Samples: Office Lease Agreement (New Century Financial Corp)

Termination Option. Notwithstanding anything The “Termination Option” (as set forth in the Fourth Amendment) shall apply to Tenant’s rights with respect to the contrary contained New Expansion Space, provided, however, that Tenant (and any assignee of a Permitted Assignment or as permitted pursuant to Section 22(a)) shall have the option to either (a) terminate the Lease in this Leaseits entirety on the Termination Date (as defined in the Fourth Amendment), or (b) terminate the Lease in part on the Termination Date, as it relates to Tenant’s right to possess and occupy fifty percent (50%) of the first floor of the Project. The first floor of the Project is comprised of four quadrants, and Tenant’s right to partially terminate the Lease shall apply to two contiguous quadrants reasonably acceptable to Landlord (herein the “First Termination Space”). In addition to the foregoing, if Tenant elects to exercise its Termination Option with respect to the First Termination Space, then Tenant shall have the one-time option right to terminate the Lease with respect to the remaining fifty percent (50%) of the first floor of the Project (the “Second Termination OptionSpace) to terminate this Lease, effective as of and collectively with the last day of the sixtieth (60th) full calendar month of the Term (First Termination Space, the “Termination DateSpace), by providing Landlord with written notice ) on the anniversary of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Second Termination Notice DeadlineDate”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be . The definition of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee” (as set forth in the Fourth Amendment) equal is hereby amended to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)include within such amount, plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease portions of the New Expansion Space TIA and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees brokerage commissions paid or incurred by Landlord in connection with this the Sixth Lease and any future amendment whereby Tenant Amendment. If the Lease is leasing terminated in its entirety, such additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs amount will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required equal to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or $39,960.00 as of the Termination Date. In the event the Lease is only partially terminated as provided in this Section 8, the Termination Fee shall be reduced by the amount attributable to the portion of the Premises that Tenant continues to occupy. Landlord and Tenant acknowledge and agree that notwithstanding Section 19 (i) of the Fourth Amendment, if the Lease is assigned or sublet in accordance with Section 22 of the Lease, then Tenant shall have the right to exercise its Termination Option (as modified herein).

Appears in 1 contract

Samples: Sixth Amendment (Iomai Corp)

Termination Option. Notwithstanding anything Subject to the contrary contained in terms and conditions of this Leaseparagraph, Tenant shall have may at any time and from time to time during the one-time option Primary Term and during the first twelve (12) months of the “Termination Option”first Extended Term terminate the Lease as to any one or more of the Clear Fork Building, the West Fork Building, the Control Center, and/or the Data Center, in each case by written notice to Landlord specifying the portion of the Premises (i.e., all of the Clear Fork Building, all of the West Fork Building, all of the Control Center, and/or all of the Data Center) with respect to which Tenant has elected to terminate this the Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordinglyFurther, if Tenant has not given its Termination Notice exercised the option to Landlord prior extend the term of the Lease as to both the Clear Fork Building and the West Fork Building, following the twelfth (12th) month of the Extended Term as to the Termination Notice DeadlineWest Fork Building and the Clear Fork Building, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 may at any time or from time to time during such portion of the Extended Term terminate the Lease as to one (but not both) of the Clear Fork Building or the West Fork Building by written notice to Landlord specifying the portion of the Premises (i.e., all of the Clear Fork Building or all of the West Fork Building) with respect to which Tenant has elected to terminate the Lease. The effective date of any such termination shall be six (6) months after the Termination Notice Deadline. As a condition precedent Landlord’s receipt of such written notice of termination from Tenant, subject to any termination of this Lease pursuant to Tenant’s compliance with the provisions of this Special Stipulation Noparagraph. 4, in addition If Tenant properly and timely elects to Tenant’s delivery terminate the Lease as to any one or more of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectivelythe Clear Fork Building, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion spaceWest Fork Building, the Transaction Costs will be amortized over Control Center and/or the period commencing on the effective date of Tenant’s lease of Data Center, such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is shall (a) have paid all Basic Rent, Additional Rent and other sums owing by Tenant to Landlord through the effective date of such termination, and (b) not be in a default (regardless of under any notice and/or cure period) under the Lease, either at the time of the delivery terms, conditions or provisions of the Termination Notice Lease as of the date of Landlord’s receipt of such notice of termination or as of the Termination Dateeffective date of such termination. Any such termination shall be effective only as to all (but not part) of the particular component of the Premises with respect to which Tenant desires to terminate the Lease (e.g., if Tenant desires to terminate the Lease as to the West Fork Building, any such termination shall be effective only as to all (but not part) of the West Fork Building). Following such termination and payment by Tenant to Landlord of any sums owing by Tenant to Landlord, neither Landlord nor Tenant shall have any obligations to the other with respect to the portion of the Premises with respect to which the Lease has been terminated except those obligations of Landlord and Tenant under the Lease through the effective date of such termination and those obligations which survive the expiration or termination of the Lease as specified in the Lease. In the event that Tenant fails to properly and timely comply with the provisions of this paragraph entitling Tenant to terminate the Lease as to any one or more of the Clear Fork Building, the West Fork Building, the Control Center and/or the Data Center, Tenant shall be deemed to have waived Tenant’s right to terminate the Lease pursuant to this paragraph and the Lease shall continue in full force and effect.

Appears in 1 contract

Samples: Lease (Radioshack Corp)

Termination Option. Notwithstanding anything to Provided: (i) Tenant is not then in default of the contrary contained Lease; (ii) no more than 3 monetary Events of Default have occurred within any 60-consecutive month period after the date of this Amendment; (iii) the Lease is in this Leasefull force and effect; (iv) Tenant is the originally named Tenant (or its transferee under a Permitted Transfer); (v) Tenant has not exercised its Expansion Option under Section 10, or Right of First Offer under Section 13 or otherwise expanded the Premises (unless the Termination Payment is proportionately increased on a per square foot basis); and (vi) Tenant has not leased the entirety of the Building, Tenant shall have has the one-time option right to terminate the Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the ). The “Termination Date”)” means September 30, by providing 2025. If Tenant desires to exercise the Termination Option, Tenant must give to Landlord with irrevocable written notice of such Tenant’s exercise of the Termination Option election (the “Termination Notice”), together with the Termination Payment (as defined below). Such The Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to and the Termination Date Payment must be received by Landlord no later than September 30, 2024, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to Payment” means the sum of $1,905,510.00. Tenant’s payment of the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As Payment is a condition precedent to any the termination of this the Lease pursuant to on the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this LeaseDate, and (iii) legal fees incurred by Landlord in connection with this Lease such obligation survives the Expiration Date. Tenant acknowledges and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, agrees that the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to the dates and deadlines set forth herein. As of the date Tenant delivers the Termination Notice, any and all unexercised rights or options of Tenant to extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with the Lease shall immediately terminate and are automatically, without further action required by any party, null and void and of no force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph, the Lease and the Term shall come to an end on the Termination Date with the same force and effect as if the Term were fixed to expire on such loss. Tenant date, the Expiration Date shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to and the terms and provisions of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, Sections 10 and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time 21 of the delivery of the Termination Notice or as of the Termination DateCurrent Lease shall apply.

Appears in 1 contract

Samples: BigCommerce Holdings, Inc.

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as Lease with respect to all or part of the last day of the sixtieth (60th) full calendar month of the Term Premises effective on November 30, 2016 (the “Termination Date”), by providing Landlord with provided (a) Tenant gives written notice thereof to Landlord no later than November 30, 2015, and (b) no uncured event of default exists under the Lease at the time of the giving of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to notice nor on the Termination Date (following the “Termination Notice Deadline”expiration of any applicable notice and cure period provided in the Lease); accordingly. However, if Tenant has not given elects to terminate the Lease, as modified hereby, with respect to only a portion of the Premises located on the 12th floor of 000 Xxxxxxxx Xxxxx or any other floor which Tenant leases in its Termination Notice entirety, Tenant shall be responsible for the costs of converting such floor to Landlord prior a multi-tenant floor, including constructing a multi-tenant corridor, in compliance with applicable Laws. Additionally, Tenant’s right to terminate hereunder is conditioned upon the continued payment by Tenant of all Basic Rental, Additional Rental, parking charges, charges for electrical service and any other charges due by Tenant under the Lease (collectively referred to herein as “Rent”) through and including the Termination Notice Deadline, this Termination Option shall expire and be Date in accordance with the terms of no further force or effectthe Lease, and Tenant shall have no right or option payment in full by Tenant, such payment to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have be delivered to Landlord on or before the Termination Date, of a cash sum equal to $1,064,739.83, which amount constitutes (i) the unamortized cost (using an amortization rate of 8%) of all tenant improvement allowances and leasing commissions incurred by Landlord in connection with its Termination Noticethe Lease, an amount as a termination fee modified by this Eleventh Modification, and (ii) three (3) times the Basic Rental payable for the month of November, 2016 (collectively, the “Termination FeePayment) equal ). If Tenant exercises its option to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with terminate this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such lossonly a portion of the Premises, the Termination Payment shall be reduced proportionately by multiplying $1,064,739.83 by a fraction, the numerator of which is the number of rentable square feet of space with respect to which the Lease is being terminated, and the denominator of which is 25,555 rentable square feet. Tenant shall continue to be liable for its obligations under this Lease to After Landlord’s receipt of the Termination Payment and all Rent through and including the Termination Date, includingand so long as Tenant has surrendered the Premises (or the portion thereof with respect to which the Lease is terminated, without limitationin the case of a partial termination) in the condition required under the Lease as modified by this Eleventh Modification, Additional Rent that accrues pursuant neither party shall have any rights, liabilities or obligations under the Lease with respect to the terms of this LeasePremises (or the portion thereof with respect to which the Lease is terminated, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event case of any assignment a partial termination) for the period accruing after the Termination Date, except those which, by the provisions of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at expressly survive the time termination of the delivery of the Termination Notice or as of the Termination DateLease.

Appears in 1 contract

Samples: Eleventh Modification of Office Lease (Westwood Holdings Group Inc)

Termination Option. Notwithstanding anything Tenant shall have the option to terminate this Lease at any time after the third anniversary date of the Commencement Date provided Tenant gives Landlord not less than nine (9) months prior written notice to terminate and provided Tenant is not in default under this Lease at the time of the giving of such notice nor on the Termination Date. Such notice must specify the date (which cannot be prior to the contrary contained in third anniversary date of the Commencement Date) on which Tenant desires the termination to become effective (the "Termination Date"). On the date Tenant delivers written notice to Landlord of its election to terminate this Lease, Tenant shall have pay Landlord an amount equal to $4.00 per RSF of the one-time option (Premises as of the Termination Option”) Date if Tenant elects to terminate this Lease, Lease effective as of the last day third anniversary date of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Commencement Date (the "Termination Notice Deadline”Fee"); accordingly, if Tenant has not given its which Termination Notice to Landlord prior to Fee shall be reduced by $.17 per RSF of the Premises per month for each full month during which the Lease remains in effect beyond the third anniversary date of the Commencement Date. As of the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee Date: (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (iia) all unamortized Transaction CostsBase Rent, as hereinafter defined, incurred in connection with this Lease additional Rent and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid sums payable by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or paid through and apportioned as of the Termination Date; (b) neither party shall have any rights, liabilities or obligations under this Lease for the period accruing after the Termination Date, except those which, by the provisions of this Lease, expressly survive the termination of this Lease; and (c) Tenant shall surrender the Premises in the condition required under this Lease.(26) FIRST AMENDMENT TO OFFICE LEASE THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment) is entered into as of the 31st day of March, 1999, by and between CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord'), and INFONOW CORPORATION, a Delaware corporation (Tenant).

Appears in 1 contract

Samples: Office Lease (Infonow Corp /)

Termination Option. Notwithstanding anything In the event that Tenant validly exercises its option and Landlord is unable for any reason to provide Tenant with the contrary contained additional 7,000 square feet of space described in this LeaseSection 22.3(a) or the additional 6,000 square feet of space described in Section 22.3(b), Tenant then in either such event Tenant's sole remedy against Landlord shall have the one-time option (the “Termination Option”) be to terminate this Lease, effective as (i) in the case of Landlord's inability to provide the 7,000 square feet of space, on the date which is forty-eight (48) months after the Commencement Date of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effectThird Floor Expansion Space, and Tenant shall have no right or option (ii) in the case of Landlord's inability to terminate provide the 6,000 square feet of space, on the date which is sixty (60) months after such Commencement Date. In order to exercise this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Noticeoption, Tenant must have delivered (A) notify Landlord of its exercise of this option within thirty (30) days after the date that Landlord notifies Tenant of its inability to deliver the additional space, and (B) pay Landlord with its Termination Noticenot later than the effective date of Lease termination all amounts due under this Lease, an amount as plus a termination fee (collectively, the “Termination Fee”) cancellation penalty equal to the sum of (ithe following: the unamortized portion of all Tenant Concessions [as described in Section 2.1(d)) Ninety Thousand Three Hundred Twenty-Five provided to Tenant; the unamortized portion of all tenant concessions provided to Gowix; xxe unamortized portion of all tenant concessions provided to Financial Planning; and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, of Landlord's other reasonable costs and expenses incurred in connection with this Lease terminating existing leases with Gowix xxx Financial Planning and/or relocating them to different space in the Building (including without limitation, brokerage fees and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent attorney's fees). Within one hundred eight (9%180) per annum over days after the ninety-one (91) month term execution of this Lease, Landlord and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, will agree upon the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenantcancellation penalty, and they shall execute an Agreement Regarding Cancellation Penalty in the event form of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.Exhibit F.

Appears in 1 contract

Samples: Commencement Agreement (Deltek Systems Corp)

Termination Option. Notwithstanding anything Provided that no Event of Default shall exist under this Lease or would exist but for the pendency of any cure period provided for in Section 22 of the Lease, unless such Event of Default requires notice under Section 22 and Landlord has not delivered such notice to Tenant, either on the contrary contained in this Leasedate Tenant delivers its Termination Notice (as hereinafter defined) or on the Termination Date (as hereinafter defined), Tenant shall have the one-time option (the “Termination Option”) right to terminate this Lease, effective Lease with respect to the entire Demised Premises as of the last day end of the sixtieth (60th) full calendar month of the Term August 31, 2016 (the “Termination Date”), by providing delivering to Landlord with written on or before February 29, 2016, notice of such Termination Option election its intention to terminate (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date accompanied by a payment of a termination fee (the “Termination Notice DeadlineFee); accordingly, if Tenant has not given its Termination Notice ) to Landlord prior in the amount of $215,000.00. Tenant’s failure to the pay such Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Fee simultaneously with Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, Notice shall render void the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, and this Lease shall continue in that regard, constitutes liquidated damages with respect to such lossfull force and effect. Tenant shall continue to be liable for its obligations under this Lease pay all Rent due to and through the Termination DateDate specified in accordance with the terms of the Lease and shall surrender the Demised Premises to Landlord on or before the Termination Date in the manner and in the condition provided for in the Lease. Tenant shall permit Landlord or its Agents, includingat any time and without notice, without limitation, Additional Rent that accrues pursuant but otherwise subject to the terms of this Lease, with all Section 23 of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at to enter the time Demised Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the same to prospective tenants from and after the date Tenant delivers the Termination Notice. The Termination Fee shall not be deemed to be Rent payable under the terms of the delivery Lease, but rather shall be deemed liquidated damages payable by Tenant to Landlord in consideration of Landlord’s agreement to terminate the Termination Notice or Lease as of the Termination Dateherein provided.

Appears in 1 contract

Samples: Industrial Lease Agreement (Pfsweb Inc)

Termination Option. Notwithstanding anything to the contrary contained Tenant may at its option terminate this Lease in this Lease, Tenant shall have the one-time option its entirety (the "Termination Option") to terminate this Lease, effective as of the last day of the sixtieth seventh (60th7th) full calendar month of the Term Lease Year (the "Early Termination Date”), ") by providing Landlord with delivering written notice of such Termination Option election its intent to terminate this Lease (the "Termination Notice”). Such Termination Notice shall be effective only if it is given ") to Landlord at least nine on or before the date twelve (912) full calendar months prior to the Early Termination Date accompanied by payment of one-half (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to 1/2) of the Termination Notice Deadline, this Termination Option shall expire and be Fee (defined below). The other one-half (1/2) of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” Fee shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate to Landlord on the earlier to occur of Tenant's vacation of the damages which would Premises or the Early Termination Date. If Tenant fails to timely deliver its Termination Notice and pay the initial one-half (1/2) of the Termination Fee, Tenant will be incurred deemed to have waived such Termination Option. If (i) there are any uncured defaults by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time as of the delivery of date Tenant delivers the Termination Notice or as of the Early Termination Date, or (ii) Tenant's exercise of its expansion and/or right of first refusal rights under this Appendix F or any other expansion of the Premises has resulted in the "Premises" under this Lease totalling more than 152,331 Rentable Square Feet in Buildings 6, 7, 8 and 9 as of the Early Termination Date, the Termination Option shall be void, and the Lease shall remain in effect. If Tenant properly exercises its Termination Option, this Lease shall terminate as of the Early Termination Date, with all remaining obligations of the parties thereupon extinguished in full. In the event the Premises consists of Building 8 only as of the Early Termination Date, the "Termination Fee" shall equal $2,290,000.00. In the event the Premises has expanded beyond Building 8 as of the Early Termination Date, whether pursuant to this Appendix F or otherwise, then the Termination Fee as aforesaid shall increase by the following amounts: (a) the total aggregate amount of Landlord's Contribution for such expansion space, plus any other monetary concession granted to Tenant for such space under the terms of this Lease or otherwise (e.g., moving expenses, equipment allowances, rent credits, etc.), which would be unamortized as of the Early Termination Date, assuming that such total aggregate amount were to be fully amortized over the term of the Lease (as amended) applicable to the expansion space, using an interest rate of 10% per annum, plus (b) the difference between (i) the total amount of Base Rent which would have been due and payable by Tenant for such expansion space over the period from the term commencement date for such expansion space until the Early Termination Date, using the average Base Rent per square foot per year for such space from such expansion commencement date until the originally scheduled Termination Date of the Lease applicable to such expansion space, less (ii) the total amount of Base Rent actually paid by Tenant for such shorter period with respect to such expansion space, plus (c) the sum of the monthly installments of Base Rent and Operating Cost Share Rent which would have been payable in the first four (4) full calendar months following the Early Termination Date with respect to such expansion space. Any amendment to the Lease done in connection with expansion of the Premises shall contain a recalculation of the Termination Fee in accordance with the foregoing, provided that such recalculation shall be self-operative upon such expansion of the Premises, without regard to whether same is addressed in a Lease amendment. APPENDIX G FORM OF LETTER OF CREDIT [Letterhead of Financial Institution] IRREVOCABLE LETTER OF CREDIT No. _____________ _____________________, ____ CarrAmerica Realty, L.P. t/a Riata Corporate Park, as Landlord under the Lease referred to below 0000 Xxxxx XxXxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attn: Market Officer Gentlemen:

Appears in 1 contract

Samples: Lease (Pervasive Software Inc)

Termination Option. Notwithstanding anything Provided that Tenant is not in Default on either the Early Termination Date (as defined herein) or the Early Termination Notice Date (as defined herein), Tenant shall, during the Term, have a one (1)-time right effective 11:59 p.m. on December 31, 2018 ("Early Termination Date") to terminate the contrary contained in this LeaseLease with respect to all (and not a part) of the Leased Premises. Such option to terminate shall be exercised by Tenant giving written notice to and received by Landlord ("Early Termination Notice") on or before December 31, 2017 ("Early Termination Notice Date"). In the event Tenant exercises the termination option described herein, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given deliver to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) payment equal to the sum of Landlord's unamortized transaction costs, which shall be: (i) Ninety Thousand Three Hundred Twenty-Five Landlord's Maximum Contribution and 14/100Dollars ($90,325.14)any subsequent tenant improvement allowance, plus (ii) all unamortized Transaction Costsfree rent, if any (as hereinafter definedto any space added to the Leased Premises after the Effective Date, incurred in connection with this Lease including but not limited to Upper Level Premises Expansion Space, Refusal Space and incurred by Landlord for First Offer Space) but expressly excluding any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Leasebeneficial occupancy, and (iii) legal fees incurred any leasing or brokerage commissions paid by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallyLease, without limitationcalculated based on an interest rate of eight percent (8%) per annum on a compounded basis, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion spaceplus three (3) months of Tenant's gross Rent in effect upon the Early Termination Date (collectively, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged "Early Termination Fee"); provided, however, that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate one half (1/2) of the damages which would Early Termination Fee shall be incurred by delivered to Landlord as a result simultaneously with the Early Termination Notice, and the remaining one half (1/2) of the Early Termination Fee shall be delivered to Landlord upon the Early Termination Date. The parties acknowledge and agree that the Early Termination Fee is the reasonable consideration payable to Landlord for such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted Leased Premises leased to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateBuilding.

Appears in 1 contract

Samples: Lease (Privatebancorp, Inc)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall will have the one-time option to terminate and cancel this Lease (the “"Termination Option”) to terminate this Lease"), effective as of 11:59 p.m. on the last day of the sixtieth ninety-sixth (60th96th) full calendar month of the initial Lease Term (the “"Termination Date"), by providing Landlord with written notice of such Termination Option election delivering to Landlord, on or before the date (the “Termination Notice”). Such "Termination Notice shall be effective only if it Date") which is given to Landlord at least nine twelve (912) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordinglyDate, if Tenant has not given written notice of Tenant's exercise of its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice DeadlineOption. As a condition precedent to any termination of this Lease pursuant to the provisions effectiveness of this Special Stipulation No. 4, Tenant's exercise of its Termination Option and in addition to Tenant’s delivery of its 's obligation to satisfy all other monetary and non-monetary obligations arising under this Lease through to the Termination NoticeDate, Tenant must have delivered shall pay to Landlord with its the following "Termination Notice, an amount as Consideration": the then unamortized value (amortized on a termination fee (collectively, straight-line basis over the “Termination Fee”last 156 months of the initial Lease Term) equal to the sum of (i) Ninety Thousand Three Hundred Twentythe Abated Amount, (ii) the Moving Allowance, (iii) the Tenant Improvement Allowance, the Space Planning Allowance and the cost of any subsequent leasehold improvements made by Landlord at Landlord's expense for the benefit of Tenant, and (iv) any then-Five and 14/100Dollars unpaid portion of the Amortized Allowance ($90,325.14as defined in the Tenant Work Letter), plus (ii) interest on all unamortized Transaction Costsof said foregoing costs at the rate of 7% per annum. If Tenant has leased additional space pursuant to Section 1.4, as hereinafter definedany free rent, incurred in connection with this Lease moving allowances and incurred tenant improvement allowances given and the cost of any subsequent leasehold improvements made by Landlord at Landlord's expense for any other expansion space leased by Tenant, all amortized using an interest rate the benefit of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate the leasing of that additional space, the Termination Consideration shall be calculated taking into account those additional amounts. The Termination Consideration shall be due and payable by Tenant to Landlord concurrently with Tenant's delivery of notice to Landlord of the damages which would be incurred by exercise of the Termination Option. If Tenant properly and timely exercises its Termination Option and properly and timely delivers the Termination Consideration to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its set forth above and satisfies all other monetary and non-monetary obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms provisions regarding surrender of this Leasethe Premises, with all of such obligations surviving which must be accomplished on or before the early termination Termination Date, then this Lease will terminate as of midnight on the Termination Date. Upon determination of the final unamortized value of the cost of the leasing costs, Landlord and Tenant shall enter into an amendment acknowledging the total Termination Consideration. Tenant shall not have the Termination Option, if as of the date of the exercise of the Termination Option by Tenant, Tenant is in Default under this Lease. The rights granted Within ten (10) business days after Tenant's written request (such date to be referred to herein as the "Termination Fee Notice Outside Date"), Landlord shall provide Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in with a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery statement of the Termination Notice or as Consideration, which shall include an outline of the calculation of the Termination DateConsideration.

Appears in 1 contract

Samples: Office Lease (Allied Esports Entertainment, Inc.)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, Lease with respect to the Substitution Space only effective as of on the last day of the sixtieth (60th) 60th full calendar lease month of following the Term Substitution Space Commencement Date (the “Termination Date”), by providing Landlord with provided (a) Tenant gives written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given thereof to Landlord at least nine (9) full calendar not less than 12 months prior to the Termination Date, and (b) no uncured event of default exists under the Lease at the time of the giving of such notice nor on the Termination Date (following the expiration of any applicable notice and cure period provided in the Lease). Additionally, Tenant’s right to terminate hereunder is conditioned upon the continued payment by Tenant of all Basic Rental, Additional Rental, parking charges, charges for electrical service and any other charges due by Tenant under the Lease (collectively referred to herein as Termination Notice DeadlineRent); accordingly, if Tenant has not given its Termination Notice to Landlord prior to ) through and including the Termination Notice Deadline, this Termination Option shall expire and be Date in accordance with the terms of no further force or effectthe Lease, and Tenant shall have no right or option payment in full by Tenant, such payment to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have be delivered to Landlord with its Termination Noticethe written notice of termination, an amount as of a termination fee (collectively, the “Termination Fee”) cash sum equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars $220,020 (4 months of Basic Rental at the rate of $90,325.14), 30.00 per rentable square foot) plus (ii) all $391,480.00 (the unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized cost (using an interest amortization rate of nine percent (910%) per annum over the ninety-one (91) month term of this Leaseall tenant improvement allowances, leasing commissions and (iii) legal fees other cash allowances incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional spacethe Lease) (the “Termination Payment”). “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by After Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate receipt of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to Termination Payment and all Rent through and including the Termination Date, including, without limitation, Additional Rent that accrues pursuant to and so long as Tenant has surrendered the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and Premises in the event condition required under the Lease as modified by this Ninth. Modification, neither party shall have any rights, liabilities or obligations under the Lease for the period accruing after the Termination Date, except those which, by the provisions of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at expressly survive the time termination of the delivery of the Termination Notice or as of the Termination DateLease.

Appears in 1 contract

Samples: Ninth Modification of Office Lease (Westwood Holdings Group Inc)

Termination Option. Notwithstanding anything Paragraph 7 of the First Amendment is hereby deleted in its entirety. From and after the Effective Date, Paragraph 7 of the First Amendment will no longer have any force or effect. Subject to the contrary contained in terms and conditions of this Leaseparagraph, Tenant shall have may at any time and from time to time during the one-time option period beginning on July 1, 2015, and ending on June 30, 2016, terminate the Lease as to any one or more of the Clear Fork Building, the West Fork Building, the Control Center, and/or the Data Center, in each case by written notice to Landlord specifying the portion of the Premises (i.e., all of the “Termination Option”Clear Fork Building, all of the West Fork Building, all of the Control Center, and/or all of the Data Center) with respect to which Tenant has elected to terminate this the Lease, . Notice of termination may be given by Tenant to Landlord at any time during the Term. The effective as date of any such termination shall be the last day later of the sixtieth six (60th6) full calendar month months after Landlord’s receipt of the Term (the “Termination Date”), by providing Landlord with such written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given termination from Tenant or July 1, 2015, subject to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to Tenant’s compliance with the provisions of this Special Stipulation Noparagraph. 4, in addition If Tenant properly and timely elects to Tenant’s delivery terminate the Lease as to any one or more of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectivelythe Clear Fork Building, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion spaceWest Fork Building, the Transaction Costs will be amortized over Control Center and/or the period commencing on the effective date of Tenant’s lease of Data Center, such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is shall (a) have paid all Basic Rent, Additional Rent and other sums owing by Tenant to Landlord through the effective date of such termination, and (b) not be in a default (regardless of under any notice and/or cure period) under the Lease, either at the time of the delivery terms, conditions or provisions of the Termination Notice Lease as of the date of Landlord’s receipt of such notice of termination or as of the Termination Dateeffective date of such termination. Any such termination shall be effective only as to all (but not part) of the particular component of the Premises with respect to which Tenant desires to terminate the Lease (e.g., if Tenant desires to terminate the Lease as to the West Fork Building, any such termination shall be effective only as to all (but not part) of the West Fork Building). Following such termination and payment by Tenant to Landlord of any sums owing by Tenant to Landlord, neither Landlord nor Tenant shall have any obligations to the other with respect to the portion of the Premises with respect to which the Lease has been terminated except those obligations of Landlord and Tenant under the Lease through the effective date of such termination and those obligations which survive the expiration or termination of the Lease as specified in the Lease. In the event that Tenant fails to properly and timely comply with the provisions of this paragraph entitling Tenant to terminate the Lease as to any one or more of the Clear Fork Building, the West Fork Building, the Control Center and/or the Data Center, Tenant shall be deemed to have waived Tenant’s right to terminate the Lease pursuant to this paragraph and the Lease shall continue in full force and effect.

Appears in 1 contract

Samples: Lease (Radioshack Corp)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time may at its option (the “Termination Option”) to terminate this LeaseLease as to certain Termination Premises (defined below), effective as of the last first day of the sixtieth month which is 18 months after the date of written notice (60ththe “Termination Notice”) full calendar month from Tenant of the Term its intent to terminate (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such The Termination Notice shall may be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the 54th month following the Rent Commencement Date. The “Termination Notice DeadlinePremises” shall mean any portion of the Premises located on the fourth or fifth floor of the Building and identified in the Termination Notice. As a condition precedent Tenant’s right to any termination of this Lease pursuant exercise the Termination Option shall be subject to the provisions following conditions precedent: (a) the Termination Premises shall be not less than 20,000 contiguous rentable square feet; (b)the Termination Premises shall have reasonable access to exits in order that Landlord shall be reasonably able to lease the Termination Premises to another tenant for use as laboratory space; (c) Tenant shall pay the reasonable cost of this Special Stipulation No. 4, in addition separating the Termination Premises from the remainder of the Premises; (d) Tenant shall agree to extend the term of the Lease with respect to all of that portion of the Premises located on the second floor of the Building for an additional period of not less than 5 years beyond the Termination Date; (e)the remaining portion of the Premises (after Tenant’s delivery surrender of its the Termination NoticePremises) located on the fifth floor of the Building shall be not less than 15,000 rentable square feet, and Tenant must have delivered shall agree to Landlord extend the term of the Lease with its respect to all of that remaining portion of the Premises located on the fifth floor for an additional period of not less than 5 years beyond the Termination NoticeDate. In addition, if Tenant exercises the Termination Option, the then applicable Base Rent per rentable square foot shall be increased as of the Termination Date by an amount as a termination fee (collectively, per rentable square foot of the “Termination Fee”) then remaining Premises equal to the sum product of (i) Ninety Thousand Three Hundred Twentythe then current rate of interest on ten-Five and 14/100Dollars ($90,325.14), year U.S. Treasury obligations plus 500 basis points times (ii) all unamortized Transaction Costs, as hereinafter defined, incurred the amount of the Laboratory Conversion Fund divided by the rentable square footage of the then remaining Premises. The “Laboratory Conversion Fund” shall mean an amount determined by amortizing Landlord’s contribution in connection with this Lease and incurred by Landlord excess of $____ per rentable square foot for any other expansion space leased by Tenant, all amortized using improvements to the Termination Premises at an annual interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized 12% over the period commencing on from the effective date of Tenant’s lease of such expansion space through Rent Commencement Date for the Termination Premises to the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate the Base Term of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible Lease, and deducting therefrom that portion attributable to calculate more precisely) and, in that regard, constitutes liquidated damages with respect the period prior to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date. If Tenant effectively exercises the Termination Option, including, without limitation, Additional Rent that accrues pursuant Landlord shall contribute an amount equal to the terms Laboratory Conversion Fund to be used to convert up to 15,000 rentable square feet of this Lease, with all of such obligations surviving space located on the early termination of this Leasefifth floor into laboratory space. The rights granted to If there are any uncured defaults by Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time as of the delivery of date Tenant delivers the Termination Notice or as of the Termination Date, the Termination Option shall be void, and the Lease shall remain in effect.

Appears in 1 contract

Samples: Lease Agreement (Atossa Genetics Inc)

Termination Option. Notwithstanding anything Provided that no Event of Default shall exist under this Lease or would exist but for the pendency of any cure period provided for in Section 22 of the Lease, unless such Event of Default requires notice under Section 22 and Landlord has not delivered such notice to Tenant, either on the contrary contained in this Leasedate Tenant delivers its Termination Notice (as hereinafter defined) or on the Termination Date (as hereinafter defined), Tenant shall have the one-time option (the “Termination Option”) right to terminate First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 this Lease, effective Lease with respect to the entire Demised Premises as of the last day end of the sixtieth (60th) full calendar month of the Term August 31, 2016 (the “Termination Date”), by providing delivering to Landlord with written on or before February 29, 2016, notice of such Termination Option election its intention to terminate (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date accompanied by a payment of a termination fee (the “Termination Notice DeadlineFee); accordingly, if Tenant has not given its Termination Notice ) to Landlord prior in the amount of $215,000.00. Tenant’s failure to the pay such Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Fee simultaneously with Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, Notice shall render void the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, and this Lease shall continue in that regard, constitutes liquidated damages with respect to such lossfull force and effect. Tenant shall continue to be liable for its obligations under this Lease pay all Rent due to and through the Termination DateDate specified in accordance with the terms of the Lease and shall surrender the Demised Premises to Landlord on or before the Termination Date in the manner and in the condition provided for in the Lease. Tenant shall permit Landlord or its Agents, includingat any time and without notice, without limitation, Additional Rent that accrues pursuant but otherwise subject to the terms of this Lease, with all Section 23 of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at to enter the time Demised Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the same to prospective tenants from and after the date Tenant delivers the Termination Notice. The Termination Fee shall not be deemed to be Rent payable under the terms of the delivery Lease, but rather shall be deemed liquidated damages payable by Tenant to Landlord in consideration of Landlord’s agreement to terminate the Termination Notice or Lease as of the Termination Dateherein provided.

Appears in 1 contract

Samples: Industrial Lease Agreement (Pfsweb Inc)

Termination Option. Notwithstanding anything to the contrary contained in this the Lease, Tenant shall have the one-time option right to terminate the Lease, but only with respect to the Sixth Additional Vivarium Premises (and no less than all of the Sixth Additional Vivarium Premises), by providing written notice (the “Sixth Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Sixth Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Sixth Additional Vivarium Termination Option election (Date shall be set forth in the Sixth Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Sixth Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Sixth Additional Vivarium Premises in the condition required under the Lease (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Sixth Additional Vivarium Termination Date, the Lease with respect to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option Sixth Additional Vivarium Premises only shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Lease with respect to the Sixth Additional Vivarium Premises only from and after the Sixth Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Sixth Additional Vivarium Premises for the period up to and including the Sixth Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five Section shall automatically terminate and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Sixth Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Lease), or (z) Tenant’s rights under right to possession of the Sixth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Special Stipulation No. 4 shall Section is personal to Omeros Corporation, a Washington corporation (“Omeros”) and any Permitted Transferees of Omeros, and may not be effective only if Tenant is not exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Termination Option. Notwithstanding anything to Provided: (a) the contrary contained Lease is then in this Leasefull force and effect and (b) Tenant is not in Monetary Default under the Lease beyond applicable notice and cure periods, Tenant shall have the one-one time right and option to terminate the Lease (the “Termination Option”) to terminate this Leaseeffective June 30, effective as of the last day of the sixtieth 2027 (60th) full calendar month of the Term (the “Termination Date”). The Termination Option shall be exercised, if at all, by providing Landlord with Tenant by giving written notice of such Termination Option election the exercise to Landlord (the “Termination Notice”)) no later than June 30, 2026. Such Termination Notice It shall be effective only if it is given a condition to the exercise of Tenant’s Termination Option that Tenant pay to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to in the sum of (ix) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)3,534,441.52 , plus (iiy) all three (3) months Base Rent, Taxes and Expenses payable by Tenant at the Termination Date. Notwithstanding the foregoing, in the event the Premises are expanded at any time during the Extended Term (pursuant to Tenant’s exercise of its rights under this Amendment or otherwise), part (x) of the Termination Fee shall be revised to add Landlord’s unamortized Transaction Costs, as hereinafter defined, incurred in connection transaction costs with this Lease and incurred by Landlord for any other respect to the expansion space leased by Tenantincluding Landlord’s brokerage costs, legal fees, construction allowances, and rent abatement, all amortized using an interest rate as of nine the expansion space rent commencement date through the Extended Term of this Lease with eight percent (98%) per annum over the ninety-one (91) month term of this Leaseinterest, and part (iiiy) legal fees incurred by Landlord in connection with this Lease of the Termination Fee shall be deemed to include Base Rent, Taxes and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent Expenses due for the Premises and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate Half of the damages which would Termination Fee shall be incurred by payable contemporaneously with Tenant’s transmittal to Landlord as a result of such early termination of this Lease the Termination Notice; the balance shall be payable no later than thirty (which damages are impossible 30) days prior to the Termination Date. At Tenant’s request, Landlord will provide information necessary to calculate more precisely) andthe Termination Fee. Provided Tenant properly and timely exercises the Termination Option and timely and properly pays Landlord the Termination Fee, in that regard, constitutes liquidated damages with respect to such loss. Tenant then the Lease shall continue to be liable for its obligations under this Lease to and through terminate effective as of the Termination Date, includingas if said Termination Date were set forth in the Lease as Confidential Treatment Requested by Xeris Pharmaceuticals Inc. Pursuant to 17 C.F.R. Section 200.83 the Expiration Date of the Term of the Lease. Tenant shall vacate and deliver possession of the Premises to Landlord in the manner required by the Lease on or before 11:59 p.m. on the Termination Date. Tenant shall also pay to Landlord on or before the Termination Date, without limitationand be responsible for, Additional Rent all sums due under the Lease that accrues pursuant accrue under the Lease on or prior to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effectDate. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Section are personal to the Tenant is not named in a default (regardless this Lease, its Affiliates, and any successor Tenant after any Business Transfer in accordance with Section 11.04 of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Appears in 1 contract

Samples: Office Lease Agreement (Xeris Pharmaceuticals Inc)

Termination Option. Notwithstanding anything to Provided that Tenant is not in Default under any of the contrary contained in other terms and conditions of this LeaseLease beyond the expiration of any applicable notice and cure period at the time of Tenant's exercise of the Termination Option (defined hereinafter) or as of the Early Termination Date (defined hereinafter), Tenant shall have the one-time option to terminate this Lease (the “Termination Option”) to terminate this Lease, effective as of on the last day of the sixtieth thirty-sixth (60th36th) full calendar month of the initial Term of this Lease (the "Early Termination Date"). Tenant shall provide to Landlord on a date which is prior to the Early Termination Date by at least six (6) months (the "Notice Date"), by providing Landlord with a written notice of such the exercise of the Termination Option, time being of the essence. Such notice shall be given in accordance with Section 21 of the Lease. If notification of the exercise of the Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is not so given to Landlord at least nine (9) full calendar months prior to and received, the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option granted hereunder shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadlineautomatically expire. As a condition precedent to any termination the effectiveness of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination NoticeOption, Tenant must have delivered shall pay to Landlord with its on the Early Termination Notice, Date an amount equal to (i) one hundred percent (100%) of all unamortized Tenant Improvement costs and lease commissions incurred by Landlord in connection with the Lease (amortized on a straight line basis over the initial Term) as detailed by Landlord in a termination fee written statement, and (ii) One Hundred Twenty-Five Thousand Three Hundred Thirty-Five and 00/100 Dollars ($125,335.00) (i.e., five (5) months of the Abated Rent) (collectively, the “Termination FeePayment) equal ). The Terminatio n Payment is in addition to payment by the sum Tenant of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid amounts payable by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal Lease prior to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Early Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 Date (which such amounts shall be effective only prorated for any period which is less than a calendar month, if applicable). Tenant is not may request in a default (regardless of any notice and/or cure period) under writing from Landlord the Lease, either at the time amount of the delivery Tenant Improvement costs at any time on or after the sixtieth (60th) day of the Termination Notice or as of the Termination DateTerm.

Appears in 1 contract

Samples: Office Lease Agreement (Micromet, Inc.)

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term April 30, 2025 (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date not later than May 1, 2024 (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 III at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4III, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its no later than the Termination NoticeDate, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five six (6) months of the then current Basic Rent and 14/100Dollars ($90,325.14)Additional Rent, plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine eight percent (9[8%) ] per annum over the ninety-one (91) month term applicable time period as further described below. The general definition of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include means generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord, but does not include attorneys’ fees. For purposes of this Lease and the initial Leased Premises, Transaction Costs will include the Allowance, the Abatement (i.e., not including the Beneficial Occupancy Period), the Refurbishment Allowance (if Tenant has received or utilized same) and leasing commissions incurred in connection with the Leased Premises, which shall be amortized over the 180-months in the Term following the Abatement Period. With respect to any future expansion spacespace (including, without limitation, Option Space 1, Option Space 2, and Option Space 3), the Transaction Costs Costs, as are applicable to the specific expansion space, will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The Tenant’s rights granted to Tenant under this Special Stipulation No. 4 are personal 5 shall be effective only if Tenant is not in an Event of Default hereunder in excess of the Default Threshold at the time of the delivery of the Termination Notice. If Tenant elects to the named Tenant, duly and in the event of any assignment of this Lease or sublease by Tenant, timely exercise this Termination Option Option, Tenant’s First Refusal Right in Special Stipulation No. I.4. above shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time and effect as of the delivery date of the Termination Notice or as of the Termination DateNotice.

Appears in 1 contract

Samples: Lease Agreement (Carters Inc)

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