Fair Market Rental Value or "Fair Market Sales Value" shall mean with respect to any property or service as of any date, the cash rent or cash price obtainable in an arm's length lease, sale or supply, respectively, between an informed and willing lessee or purchaser under no compulsion to lease or purchase and an informed and willing lessor or seller or supplier under no compulsion to lease or sell or supply of the property or service in question, and shall, in the case of any Unit or an Owner Lessor's Interest, be determined (except pursuant to Section 17 of the Facility Lease or as otherwise provided below or in the Operative Documents) on the basis that (a) the conditions contained in Sections 7 and 8 of the Facility Lease shall have been complied with in all respects, (b) the lessee or buyer shall have rights in, or an assignment of, the Operative Documents to which the Owner Lessor is a party and the obligations relating thereto, (c) the Unit or the Owner Lessor's Interest, as the case may be, is free and clear of all Liens (other than Owner Lessor's Liens, Owner Participant's Liens and Indenture Trustee's Liens), (d) taking into account the remaining terms of the Site Lease and the Site Sublease, and (e) in the case of the Fair Market Rental Value, taking into account the terms of the Facility Lease and the other Operative Documents. If the Fair Market Sales Value or Fair Market Rental Value of the Owner Lessor's Interest is to be determined during the continuance of a Lease Event of Default or in connection with the exercise of remedies by the Owner Lessor pursuant to Section 17 of the Facility Lease, such value shall be determined by an appraiser appointed solely by the Owner Lessor on an "as-is", "where-is" and "with all faults" basis and shall take into account all Liens (other than Owner Lessor's Liens, Owner Participant's Liens and Indenture Trustee's Liens); provided, however, in any such case where the Owner Lessor shall be unable to obtain constructive possession sufficient to realize the economic benefit of the Owner Lessor's Interest, Fair Market Sales Value or Fair Market Retail Value of the Owner Lessor's Interest shall be deemed equal to $0. If in any case other than in the preceding sentence the parties are unable to agree upon a Fair Market Sales Value or Fair Market Rental Value of the Owner Lessor's Interest within 30 days after a request therefor has been made, the Fair Market Sales Value or Fair Market Rental Value of the Owner Lessor's Interest shall be determined by appraisal pursuant to the Appraisal Procedures. Any fair market value determination of a spare part or Severable Modification for purposes of Section 5.2(d) of the Facility Lease shall take into consideration any liens or encumbrances to which the spare part or Severable Modification being appraised is subject and which are being assumed by the transferee, and that such spare part or Severable Modification is being transferred on an "as-is", "where-is" basis.
Fair Market Rental The fair market rental of the Leased Property means the rental which a willing tenant not compelled to rent would pay a willing landlord not compelled to lease for the use and occupancy of such Leased Property pursuant to the Lease for the term in question, (a) assuming that Lessee is not in default thereunder and (b) determined in accordance with the appraisal procedures set forth in Article 24 or in such other manner as shall be mutually acceptable to Lessor and Lessee.
Fair Market Rent for the Subject Leased Property means for any Renewal Term shall mean an amount determined as follows: Landlord shall designate an independent MAI appraiser to determine the Fair Market Rent of the Subject Leased Property for the applicable Renewal Term within twenty (20) days after Tenant’s notice of its exercise of the applicable renewal option. Within thirty (30) days after selection of Landlord’s appraiser, Landlord shall notify Tenant of the determination made by Landlord’s appraiser with respect to the Fair Market Rent. Tenant shall then have ten (10) days to dispute such determination and to select its own independent MAI appraiser. In the event that Tenant fails to select its appraiser within such ten (10) day period, the determination of Landlord’s appraiser shall constitute such Fair Market Rent. Within ten (10) days after selection of Tenant’s appraiser, the two appraisers shall meet and attempt to agree as to the Fair Market Rent for the Subject Leased Property for the Renewal Term in question. In the event that such appraisers are unable to agree as to such Fair Market Rent then: (i) if the difference between the two determinations is less than five percent (5%) of the lower determination, then the average of the two determinations shall be deemed to constitute such Fair Market Rent; or (ii) if the difference between the two determinations is equal to or greater than five percent (5%) of the lower determination, then the two appraisers shall jointly select a third independent MAI appraiser, which appraiser shall select which of the determinations of the first two appraisers shall constitute such Fair Market Rent. Such third appraiser shall not have the right to vary or modify the determinations of the appraisers selected by Landlord and Tenant. Any appraiser selected pursuant to this paragraph must have at least ten (10) years experience in appraising commercial real estate in the area in which the Subject Leased Property is located. The appraisers shall not have the right to amend, modify or vary any of the terms of this Lease and the determination of the appraisers in accordance with this paragraph shall be final, binding and conclusive upon Landlord and Tenant. ]
Renewal Term has the meaning set forth in Section 2.
Fair Market Rental Rate means the fair market value annual rental rate per square foot of Rentable Area that Landlord and its Affiliates and the owners of comparable office building projects in the Xxxx Xxxxx Airport submarket have recently accepted in lease transactions between non-affiliated parties with non-equity tenants for comparable space, for a comparable period of time (“Comparable Transactions”). In any determination of Comparable Transactions, appropriate consideration shall be given to annual rental rates per square foot of Rentable Area, the type of escalation clauses (e.g., whether increases in additional rent are determined on a net or gross basis, and if gross, whether such increases are determined according to a base year or a base dollar amount expense stop), taking into account all rental and other concessions granted in such Comparable Transactions (as well as such concessions to which Tenant may be entitled in this Lease), length of the lease term, size and location of premises being leased, base, shell and core delivery conditions, building standard work letter and/or tenant improvement or refurbishment allowances, if any (taking into account the level of existing Base Building Improvements and tenant improvements in the Premises), free rent periods for construction of new tenant improvements and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that the Fair Market Rental Rate will reflect the rent and other economic benefits and concessions that Landlord or its Affiliates (and other landlords of comparable office building projects in the Xxxx Xxxxx Airport submarket) have otherwise given in recent Comparable Transactions, as adjusted to reflect the level and type of economic concessions that Landlord may elect to give Tenant hereunder during the Renewal Term, so that Tenant will pay and Landlord will receive a net effective rent equal to the net effective rental rate in Comparable Transactions, after adjusting for any differences between the economic concessions that Landlord is making to Tenant hereunder and the economic concession that Landlord or its Affiliates (and other landlords of comparable office building projects in the Xxxx Xxxxx Airport submarket) have otherwise made in current Comparable Transactions. If, for example, after applying the criteria set forth above, a Comparable Transaction provides a comparable non-equity tenant with comparable space at a base rent equal to Thirty-Two Dollars ($32) per square foot of Rentable Area, with a Ten Dollars ($10) base amount expense stop, three (3) months’ free rent, four (4) months of free rent to construct tenant improvements, Forty Dollars ($40) per rentable square foot tenant improvement allowance, and certain other generally applicable economic terms and/or concessions, the Fair Market Rental Rate shall not be Thirty-Two Dollars ($32) per square foot of Rentable Area only, but shall be the economic equivalent of Thirty-Two Dollars ($32) per square foot of Rentable Area, a Ten Dollar ($10) base amount expense stop, three (3) months’ free rent, four (4) months of free rent to construct tenant improvements, Forty Dollars ($40) per rentable square foot tenant improvement allowance or payment in lieu of such allowance (said allowance or payment to be adjusted to reflect the value of existing improvements in the Premises) and such other generally applicable economic terms and concessions, as adjusted to reflect the concessions (including renovation allowances, free rent or construction periods) if any, granted by Landlord to Tenant during the Renewal Term.
Fair Rental Value as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.
Rental Value means Business Income that consists of:
Renewal Terms means the renewal terms of a Property Schedule, each having a duration of one year and a term coextensive with Lessee's budget year.
Fair Market Value Excess With respect to each Mortgage Loan to be purchased pursuant to Section 10.01(a), the excess, if any, of the Fair Market Value Call Price for such Mortgage Loan, over the Par Call Price for such Mortgage Loan. Any Fair Market Value Excess will not become part of the related Group Available Funds, but shall instead be distributed directly to the Holders of the Class A-LR Certificates pursuant to Section 4.02(g).
Extension Term means the time period defined in §2.C.
Automatic Renewal Term has the meaning set forth in Section 10(a) hereof.
Gross Fair Market Value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
Fair Market Value means, as of any date, the value of Common Stock determined as follows:
Extended Term shall have the meaning given such term in Section 2.4.
Fair Market Value Per Share means as of any date the fair market value of each of the Shares on such date (the "applicable date") as determined by the Option Committee in good faith. The Option Committee is authorized to make its determination as to the fair market value on the following basis: (i) if the Shares are not traded on a securities exchange and are not quoted on the National Association of Securities Dealers, Inc.'s Automated Quotation System ("NASDAQ"), but are quoted on the Over The Counter Electronic Bulletin Board operated by NASDAQ, "Fair Market Value per Share" shall be the mean between the average daily bid and average daily asked prices of the Shares on the applicable date, as published on such bulletin board; (ii) if the Shares are not traded on a securities exchange and are quoted on NASDAQ, "Fair Market Value per Share" shall be the closing transaction price of the Shares on the applicable date, as reported on NASDAQ; (iii) if the Shares are traded on a securities exchange, "Fair Market Value per Share" shall be the daily closing price of the Shares, on such securities exchange as of the applicable date; or (iv) if the Shares are traded other than as described in (i), (ii) or (iii) above, or if the Shares are not publicly traded, "Fair Market Value per Share" shall be the value determined by the Option Committee in good faith based upon the fair market value as determined by completely independent and well qualified experts. In the case of Shares described in (i), (ii) or (iii) above, if no prices are reported for the Shares on the applicable date, the "Fair Market Value per Share" shall be the price reported for such Shares on the next preceding date on which there were reported prices.
Renewal Period “Buyer” and “Default” have the same meanings respectively as they have in the Water Agreement.
Market Rent the yearly rent at which the Premises might reasonably be expected to be let on the open market on the Rent Review Date, on the terms of the Hypothetical Lease and applying the Assumptions and the Disregards.94 Rent review On the Rent Review Date, the Main Rent is to be reviewed to the higher of: the Main Rent reserved immediately before the Rent Review Date; and the Market Rent. The reviewed Main Rent will be payable from and including the Rent Review Date. Dispute resolution The Market Rent at the Rent Review Date may be agreed between the Landlord and the Tenant. If they have not done so (whether or not they have tried) by [the date three months before] the Rent Review Date, either the Landlord or the Tenant can require the Market Rent to be decided by an independent [expert/arbitrator].95 If the Landlord and the Tenant do not agree on who should decide the Market Rent, the [expert/arbitrator] will be appointed by the President of the Royal Institution of Chartered Surveyors on the application of either the Landlord or the Tenant. [The arbitration must be conducted in accordance with the Arbitration Act 1996.][The expert will:] [invite the Landlord and the Tenant to submit to him a proposal for the Market Rent with any relevant supporting documentation; give the Landlord and the Tenant an opportunity to make counter submissions; give written reasons for his decisions, which will be binding on the parties; and be paid by the Landlord and the Tenant in the shares and in the manner that he decides (or failing a decision, in equal shares).] The [expert/arbitrator] must be an independent chartered surveyor of not less than ten years’ standing who is experienced in the rental valuation of property similar to the Premises and who knows the local market for such premises. If the [expert/arbitrator] dies, becomes unwilling or incapable of acting or it becomes apparent for any other reason that he will be unable to decide the Market Rent within a reasonable time, he may be replaced by a new [expert/arbitrator] who must be appointed on the terms set out in this paragraph 3. Responsibility for the costs of referring a dispute to an [expert/arbitrator], including costs connected with the appointment of the [expert/arbitrator] but not the legal and other professional costs of any party in relation to a dispute, will be decided by the [expert/arbitrator] and failing a decision, they will be shared equally between the parties. Consequences of delay in agreeing the revised rent If, by the Rent Review Date, the reviewed Main Rent has not been ascertained, then: the Main Rent reserved under this Lease immediately before the Rent Review Date will continue to be payable until the reviewed Main Rent has been ascertained; following the ascertainment of the reviewed Main Rent, the Landlord will demand the difference (if any) between the amount the Tenant has actually paid and the amount that would have been payable had the Main Rent been ascertained before the Rent Review Date; and the Tenant must pay that difference to the Landlord within 10 Business Days after that demand and interest at three per cent below the Interest Rate calculated on a daily basis on each instalment of that difference from the date on which each instalment would have become payable to the date of payment. If not paid those sums will be treated as rent in arrear. Rent review memorandum When the Market Rent has been ascertained, a memorandum recording the Main Rent reserved on review must be entered into. The Landlord and the Tenant will each bear their own costs in relation to that memorandum. Time not of the essence For the purpose of this Schedule 2 time is not of the essence.96
Adjusted Fair Market Value means, in the event of a Change in Control, the greater of (a) the highest price per Share paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (b) the highest Fair Market Value of a Share during the ninety (90) day period ending on the date of a Change in Control.
Market Rental Rate per square foot of rentable area shall mean (i) the annual rate of net or base or fixed rent reasonably determined to be the prevailing market net or base or fixed rental rate for comparable space in the Lisle/Naperville, Illinois area which has been built out for occupancy (taking into consideration the age of the build-out and the duration of the terms for which such space is being leased, location and/or floor level within a building, when the applicable rate becomes effective, quality and location of the applicable building, differences in rentable area for the applicable building, and differences in base building standards at the applicable building) and shall include prevailing concessions such as, but not limited to, rental concessions, tenant improvement work, allowances, brokerage commissions, time following delivery of the space for construction of tenant improvements without payment of Rent, etc, for terms commencing on or about the commencement date for the term for which Market Rental Rate is being determined hereunder (provided however, that in determining Market Rental Rate, there shall be no further rent abatement periods following delivery of the space for construction of tenant improvements, with respect to the First Offer Space under Article 27 and with respect to Expansion Space B under Expansion Option 2 pursuant to Article 28 above, if applicable, in that the rental abatement periods for construction of tenant improvements have already been agreed to by the parties and set forth in Section 27(f)(l) and Section 28(h)(l), respectively, above; and in the event that any such pre-agreed free-rent construction periods differ from “market” at the time of determination of Market Rental Rate, then the other components of Market Rental Rate shall be equitably adjusted accordingly), plus (ii) additional components of the Market Rental Rate consistent with additional components of rent charged for comparable space in the Lisle/Naperville, Illinois area, which may include, among the other then prevailing components of rent, periodic adjustments or additions to a fixed rent based on a share of real estate taxes and other expenses (such as Tenant’s Proportionate Share of Operating Costs and Taxes) and increases to adjust for inflation, and which may also include an additional market-level security deposit based upon security deposits being imposed upon other tenants at comparable office buildings in Lisle/Naperville, Illinois leasing comparable space and having comparable concession packages and being of comparable credit worthiness as that of Tenant. Comparable arms length lease transactions (and, as it relates to a determination under Article 29, renewal transactions) at the Building and/or bona fide written proposals or offers to lease comparable space at the Building (and, as it relates to a determination under Article 29, to renew leases of comparable space) received by Landlord from third parties (at arm’s length) or given by Landlord to third parties (at arm’s length) may be used by Landlord and thereupon have preferential value as an indication of the Market Rental Rate.
Annual Renewal Date means the date in any calendar year, subsequent to the year in which the Policy comes into effect, corresponding numerically with the Policy Commencement date in that subsequent year.
Lease Year means each consecutive twelve-month period beginning with the Commencement Date, except that if the Commencement Date is not the first day of a calendar month, then the first Lease Year shall be the period from the Commencement Date through the final day of the twelve months after the first day of the following month, and each subsequent Lease Year shall be the twelve months following the prior Lease Year.
Open Market Rent means a rent valued using the definition of the International Valuations Standard Committee as adopted by the Royal Institution of Chartered Surveyors and approved by the Council
Option Term means a period, if any, through which this Agreement may be or has been extended by the JBE.
Rental Rate means the average annualized composite rate for United States treasury bonds issued for periods of ten years and longer plus two percent. The rental rate shall not exceed ten and three-quarters percent nor fall below eight and one-quarter percent.
Initial Term has the meaning set forth in Section 7.1.
Base Rental means the amount of rent due to Landlord per square foot for the first year of the Term. Base Rental for the first year of Term shall be $32.50 per square foot for the building and $7.50 per square foot for the drive thru at the Premises. Year Per SqFt First Floor Per SqFt Drive Thru TotalPer Annum TotalPer Month 1 $ 32.50 $ 7.50 $ 151,512.00 $ 12,626.00