Option to Extend Lease Term At the expiration of the original Lease Term, Tenant may extend this Lease as to the entire Premises or a portion of the Premises for two (2) extended terms of five (5) years each (each an “Extended Term”) by giving Landlord written notice (the “Option Notice”) of its intention to do so not later than twelve (12) months prior to the expiration of the original Lease Term, and thereafter twelve (12) months prior to the expiration of the applicable Extended Term; provided, however, that Tenant is not in material default beyond any applicable notice and cure period under the Lease on the date of giving such notice or on the date of commencement of such Extended Term. The Option Notice shall set forth Tenant’s election to extend the Lease for all or a portion of the Premises. If Tenant elects to extend the Lease for only a portion of the Premises, the portion of the Premises for which Tenant elects not to extend the Lease shall be: (i) either located entirely on one floor of the Premises or located on one entire floor and a portion of the other floor; (ii) a minimum of 15,000 RSF; (iii) adjacent to a window line and easily accessible; and (iv) shall be in a readily marketable and leasable location. Landlord shall be responsible for any and all costs to separate the portion of the Premises for which Tenant elects not to extend the Lease from the remainder of the Premises such that the space is a separate easily accessible and readily marketable space promptly following the commencement of the applicable Extended Term. Any termination of the entire Lease shall result in automatic termination of this option. Tenant’s right to extend the Lease Term provided herein is personal to Tenant and may not be assigned or otherwise transferred except in connection with a permitted assignment of this Lease, including to a Tenant’s Affiliate. The Extended Term shall be upon all of the terms and conditions of this Lease, except that the following rights of Tenant during the original Lease Term shall not apply during such Extended Term unless granted as part of the Fair Market Rental: (a) any right to rent-free possession; (b) any right to further extension of the Lease Term beyond the Extended Terms set forth herein above; (c) any right to continue to pay the same Base Rent; (d) any right to additional Tenant Allowance; (e) any right to terminate the Extended Term early; (f) any right to continue to exclude HVAC Capital Expenditures; (g) cost of security for the Building; and (h) the right to the continuation of any cap on Controllable Operating Expenses from the previous year (it being understood that the Operating Expenses for the first twelve (12) months of each new Extended Term shall be the actual Operating Expenses without any cap and thereafter the cap set forth in Section 4.2(e) shall apply). Landlord and Tenant hereby acknowledge and agree that the Base Rent during each Extended Term shall be equal to ninety-five (95%) of the Base Rent component of the “Fair Market Rental” and one hundred percent (100%) of the economic concessions, including without limitation, free rent, improvement allowance, base year and other monetary concessions, component of the Fair Market Rental for the Premises, as determined by as follows:
OPTION TO RENEW Provided Tenant is not, and has not been (more than two (2) times), in default under any of the terms and conditions contained herein, Tenant shall have two (2) additional consecutive five (5) year options to renew and extend the Rental Term as provided herein (“Option”). The Option shall only be exercised by Tenant delivering written notice thereof to Landlord no earlier than the date which is twelve (12) months prior to the expiration of the Rental Term and no later than the date which is nine (9) months prior to the expiration of the Rental Term (the “Option Notice”). The Base Monthly Rent during the first year of each extension periods shall be the lesser of: (i) the then current Fair Market Rate (as defined) for comparable space within the Project, and (ii) the Base Monthly Rent then in effect for the Leased Premises during the last month of the initial Rental Term (increasing each year thereafter by 3%, compounded). “Fair Market Rate” means the market rate for rent chargeable for the Leased Premises based upon the following factors applicable to the Leased Premises or any comparable premises: rent, escalation, term, size, expense stop, tenant allowance, existing tenant finishes, parking availability, and location and proximity to services. Within thirty (30) days of Option Notice, Tenant shall notify Landlord of Tenant’s option of Fair Market Rate for the applicable renewal period. If Landlord disagrees with Tenant’s opinion of the Fair Market Rate, Landlord shall notify Tenant of Landlord’s opinion of Fair Market Rate within fifteen (15) days after receipt of Tenant’s opinion of Fair Market Rate (“Landlord’s Value Notice”). If the parties are unable to resolve their differences within thirty (30) days thereafter, Landlord or Tenant, at its sole option, may terminate this Lease, effective as of the last day of the then-current Rental Term. Alternatively, Tenant and Landlord may mutually agree to submit the determination of Fair Market Rate to a “Market Assessment Process,” as provided in Exhibit “F” – Market Assessment Process.
Modification, Extension and Renewal of Options The Board or a duly appointed committee thereof, may modify, extend or renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Code and applicable securities laws. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Recipient, alter to the Recipient’s detriment or impair any rights of Recipient hereunder.
Option to Lease The Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to cause the Receiver to assign to the Assuming Institution any or all leases for leased Bank Premises, if any, which have been continuously occupied by the Assuming Institution from Bank Closing to the date it elects to accept an assignment of the leases with respect thereto to the extent such leases can be assigned; provided, that the exercise of this option with respect to any lease must be as to all premises or other property subject to the lease. If an assignment cannot be made of any such leases, the Receiver may, in its discretion, enter into subleases with the Assuming Institution containing the same terms and conditions provided under such existing leases for such leased Bank Premises or other property. The Assuming Institution shall give notice to the Receiver within the option period of its election to accept or not to accept an assignment of any or all leases (or enter into subleases or new leases in lieu thereof). The Assuming Institution agrees to assume all leases assigned (or enter into subleases or new leases in lieu thereof) pursuant to this Section 4.6. If the Assuming Institution gives notice of its election not to accept an assignment of a lease for one or more of the leased Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with appraisals for the Fixtures, Furniture and Equipment located on such leased Bank Premises.
Expansion Rights RIDER No. 3 attached to and made a part of the Lease dated March 21, 2003, between FIRST INDUSTRIAL, L.P., as Landlord, and THE WORNICK COMPANY, as Tenant, for Premises located at 4732, 4744 and 0000 Xxxxx Xxxx, Xxxxxxxxxx, Ohio. During such time as this Lease is in effect and provided that Tenant is not in default under this Lease (and no event has occurred with the passage of time or the giving of notice, or both, would constitute a default under this Lease), Tenant shall have the right to lease the immediately adjacent approximately 12,696-25,392 square feet of the Building, as labeled “Expansion Premises” on attached Exhibit A-2 (referred to in this Rider as the “Adjacent Space”), on the terms set forth in this Rider. If an event has occurred that with the passage of time or the giving of notice, or both, would constitute an uncured default under this Lease and Tenant has exercised its expansion option under the terms of this Rider No. 3, Landlord, in its sole discretion, shall have the right to declare such exercise voidable if such event ripens into an uncured default. Tenant’s rights under this Rider are subordinate to any leases of the Adjacent Space (including any rights of first offer and other expansion rights) and options to renew or extend the lease term or any purchase options or agreements concerning the Building or Property that Landlord has entered into as of the Date of Lease. This limited right to expand space shall operate as follows: (i) if and when Landlord receives a bona fide third-party written offer to lease all or any part of the Adjacent Space on terms and conditions that Landlord has determined it is prepared to accept, Landlord shall, prior to accepting such offer, notify Tenant in writing of such offer, together with a statement of the terms and conditions of such offer; (ii) Tenant shall have five (5) days from receipt of Landlord’s notice in which to deliver to Landlord Tenant’s written, unconditional election and agreement to lease the entire Adjacent Space (x) at a base rental rate equal to the base rental rate set forth in the third-party offer; (y) for a term equal to the longer of the then remaining term under this Lease or the term set forth in the third party offer, and (z) otherwise on all the same terms and conditions of this Lease; (iii) if Tenant duly delivers its written, unconditional election and agreement to lease the Adjacent Space, then effective on the first day of the first calendar month immediately following delivery by Tenant of its agreement to lease: (a) the Adjacent Space will be deemed to be added to and become a part of the Premises for all purposes under this Lease (and the term “Premises” shall be redefined to include the Adjacent Space); (b) Tenant’s Proportionate Share shall increase to reflect the addition of the entire Adjacent Space to the Premises; (c) Base Rent for the Adjacent Space (which shall be in addition to the Base Rent due under this Lease for the then existing Premises) shall be due from Tenant at the rate established by clause (ii)(x) above; and (d) Tenant will not be entitled to any allowance or other incentive or abatement with regard to the Adjacent Space and will accept the Adjacent Space in its as-is condition, without representation or warranty, and without any improvements, installations or other work items to be performed by Landlord except those that would have been available to the third-party who made the bona fide third-party written offer, which the Tenant is matching. Tenant shall promptly upon request of Landlord execute and deliver to Landlord an amendment to this Lease consistent with the foregoing and otherwise containing such provisions as are, in Landlord’s reasonable judgment, necessary to evidence this expansion of Tenant’s occupancy of the Building, with the execution and delivery by Tenant of such Lease amendment constituting a condition precedent to Tenant’s right to occupy the Adjacent Space as contemplated by this Rider (but not as a condition precedent to commencement of the lease term (and Tenant’s resulting Rent payment and other obligations) for the Adjacent Space). RIDER NO. 4 Renewal Option RIDER No. 4 attached to and made a part of the Lease dated March 21, 2003, between FIRST INDUSTRIAL, L.P., as Landlord, and THE WORNICK COMPANY, as Tenant, for Premises located at 4732, 4744 and 0000 Xxxxx Xxxx, Xxxxxxxxxx, Xxxx. Provided that this Lease is in full force and effect and Tenant is not in default of its obligations hereunder (beyond any applicable notice or cure period) at the time the Renewal Option (defined below) is exercised and at the commencement of the Renewal Term (defined below), Landlord hereby grants to Tenant the option to extend the initial Term of this Lease (“Renewal Option”) for one (1) additional period of two (2) years (the “Renewal Term”), upon the same terms and conditions as are contained in this Lease, except as provided below. Landlord shall have no obligation to make any improvements, decorations, repairs, alterations or additions to the Premises as a condition to Tenant’s obligation to pay Rent for the Renewal Term. The Renewal Option granted herein shall be exercised, if at all, by written notice (the “Renewal Notice”) to Landlord given not later than 270 days prior to the Expiration Date. In the event that Tenant fails to deliver the Renewal Notice on a timely basis, Tenant shall have no further right to extend the Term. Base Rent payable for the Premises during the Renewal Term shall be in an amount equal to one hundred five percent (105%) of the amount of the Base Rent payable for the Premises during the period immediately prior to the commencement of the Renewal Term. EXHIBIT A-1 CREEK ROAD BUSINESS CENTER Situate in Section 00, Xxxx 0, Xxxxxx Xxxxx 0, Xxxxxxxx Xxxxxxxx, Xxxx of Blue Ash, Xxxxxxxx County, Ohio and being more particularly described as follows: Beginning at the intersection of the centerlines of Creek Road and Kenwood Road, the centerline of Kenwood Road also being the east line of Section 17; Thence along said centerline of Creek Road, North 81°15’40” West, 1072.48 feet to a point; Thence North 08°44’20” East, 30.00 feet to a point in the northerly right-of-way line of Creek Road and the real point of beginning for this description; Thence from said REAL POINT OF BEGINNING, North 08°44’20” East, 667.28 feet to a point; Thence South 81°15’40” East, 970.64 feet to a point in the westerly right-of-way line of Kenwood Road; Thence along said westerly line of Kenwood Road, South 03°4l’00” West, 653.50 feet to a point; Thence along an arc deflecting to the right, having a radius of 15.00 feet, a distance of 24.89 feet, the chord of said arc bears South 51°12’40” West 22.13 feet to a point in the aforesaid northerly right-of-way of Creek Road; Thence along said northerly line of Creek Road, North 81°15’40” West, 1013.28 feet to the real point of beginning.
Options to Renew Provided that no Event of Default by Tenant under this Lease exists as of the date of exercise of the applicable option or at the expiration of the initial term or preceding Option Term, and provided further that Tenant has not assigned this Lease, Tenant shall have the option to extend the initial lease term for four (4) additional, successive terms of five (5) years each (each, an "OPTION TERM"). Tenant shall exercise the option, if at all, by delivering to Landlord written notice of the exercise no sooner than fifteen (15) months nor later than twelve (12) months prior to the expiration of the initial Lease Term or preceding Option Term, as applicable. Tenant's right to exercise each option shall be conditioned upon Tenant delivering to Landlord with Tenant's notice of exercise, current financial reports which evidence that Tenant's financial condition on the date of exercise is equal to or better than Tenant's financial condition on the date of execution of this Lease. If Tenant's financial condition has declined in Landlord's business judgment, Landlord may refuse to accept Tenant's exercise unless Tenant agrees to provide a new Letter(s) of Credit with terms and amounts acceptable to Landlord in its business judgment to secure Tenant's obligations during the applicable Option Term. All terms, provisions, conditions and covenants of this Lease shall remain in full force and effect during the Option Terms, provided that Tenant shall have no additional option periods and the Base Rent payable during the first Lease Year of each Option Term (and for increases during the Option Term, as applicable) shall be the market rate then prevailing as projected for the commencement of the applicable Option Term, for premises comparable in size, quality and location in comparable class R&D/Office buildings throughout the Tri-Valley/Livermore area taking into account all relevant factors (the "MARKET RENT"). Base Rent for the Option Term shall be determined prior to the commencement of the applicable Option Term in the following manner: If Landlord and Tenant are unable to agree on the market rent within sixty (60) days after Tenant gives notice of its exercise of the Option Term, then Tenant shall have the right to revoke its exercise of the option by delivering written notice within ten (10) days following the expiration of such 60-day period. In the event of such revocation, Tenant shall forfeit all rights to thereafter exercise any option under this Lease and the Lease shall terminate at the end of the initial term, or then Option Term, as applicable. If Tenant does not revoke its exercise and elects to proceed with the determination of market rent, then the monthly Base Rent and Additional Rent payable during the Option Term shall be determined by appraisal in the following manner: If Landlord and Tenant can agree on a single appraiser, then the rate set by such appraiser as set forth below shall be the Base Rent for the Option Term. If the parties cannot agree on a single appraiser, then each party, by giving written notice to the other party, shall appoint as an appraiser an experienced commercial real estate agent in the area in which the Premises are located. Said appointment shall be made within ten (10) days following the expiration of the sixty (60) day period aforesaid, and if one of the parties does not appoint an appraiser within that time, the single appraiser named shall be the sole appraiser and shall set the monthly Base Rent for the Option Term. If the two appraisers are appointed as provided herein, each shall independently prepare an estimate of the market rent within sixty (60) days. If the higher of the two estimates so determined is within ten percent (10%) of the lower estimate, then the monthly Base Rent to be paid by Tenant during the Option Term shall be the average of the amounts determined by the appraisers. If the difference between the two estimates exceeds ten percent (10%) of the lower one, the two appraisers shall select a third appraiser meeting the qualifications set forth hereinabove within ten (10) days thereafter who will likewise independently estimate the market rate within sixty (60) days after the appointment. The average of the two closest appraisals shall be set as the monthly Base Rent. Each party shall pay the fees of the appraiser appointed by such party and the parties will share equally the fees of any third appraiser appointed pursuant to this Section A-2.1. Notwithstanding the above, the Base Rent payable by Tenant during each Option Term shall be in addition to all Additional Rent and other sums and charges payable by Tenant under the terms of this Lease. Tenant acknowledges that the options granted herein are personal to Tenant and may not be assigned with an assignment of this Lease except in connection with an assignment to an entity which controls, is controlled by or is under common control with Tenant (as defined in Article 20 of this Lease) or which is a successor to Tenant by merger, consolidation or sale of substantially all of Tenant's assets with Landlord's prior written consent, not to be unreasonably withheld.
Amendment to Lease If Tenant timely exercises Tenant’s right to lease the Availability Premises or any portion thereof as set forth herein, then, within fifteen (15) days thereafter, Landlord and Tenant shall execute an amendment adding such Availability Premises to this Lease upon the same terms and conditions as the Initial Premises, except as otherwise set forth in this Section 1.4 or the Availability Notice, and provided that the terms of the Tenant Work Letter shall not apply with respect to the Availability Premises (except as otherwise provided in Section 1.4.5, above); provided, however, an otherwise valid exercise of Tenant’s right of availability shall be of full force and effect irrespective of whether such amendment is ever signed by Landlord and Tenant. Except to the extent inconsistent with the determination of Availability Premises Rent, all provisions of the Lease which vary based upon the rentable and usable square footage of the Premises shall be adjusted to reflect the addition of such Availability Premises to the Premises; provided, however, the L-C Amount shall be increased pursuant to the terms of Section 21.7 of this Lease, below. The rentable square footage of such Availability Premises shall be determined in accordance with the terms of Section 1.2 of this Lease. To the extent Tenant exercises its right of first offer with respect to any portion of the Availability Premises during the first (1st) year after the Lease Commencement Date, Tenant shall commence payment of Availability Premises Rent and Excess as to such space to Landlord upon that date (the “Availability Premises Rent Commencement Date”) which is two hundred ten (210) days after the later of the delivery date set forth in the Availability Notice and the date Landlord delivers the Availability Premises in the Delivery Condition (the “Availability Premises Lease Commencement Date”). To the extent Tenant exercises its right of availability with respect to any portion of the Availability Premises anytime after the first (1st) anniversary of the Lease Commencement Date, the Availability Premises Rent Commencement Date shall occur one hundred eighty (180) days after the Availability Premises Lease Commencement Date. In all cases, the lease term of the Availability Premises (or any portion thereof) shall expire on the Lease Expiration Date, subject to extension of this Lease; provided, however, in the event the remaining Lease Term is less than thirty-six (36) months from the applicable Availability Premises Rent Commencement Date, then the Lease Term shall be extended for a period of time sufficient for Tenant’s lease of the Premises to be coterminous with Tenant’s lease of the Availability Premises (which shall be thirty-six (36) months from the applicable Availability Premises Rent Commencement Date), and the base rental rate for the Premises during this extended period shall be adjusted to Market Rent for the Premises determined in accordance with Section 2.2.4 and the Base Year shall be the year in which the Lease would have otherwise expired (if on or before July 31) or the following year (if after July 31). This extension shall have no impact on Tenant’s extension rights hereunder, which may be exercised at the end of the extended Lease Term. This Lease shall commence as to the Availability Premises (and references to Premises shall include the applicable Availability Premises) on the Availability Premises Lease Commencement Date.
FIRST AMENDMENT TO LEASE This First Amendment to Lease (this “Amendment”), made as of March 16, 2006, by and between ARE-MA REGION NO. 28, LLC, a Delaware limited liability company (“Landlord”) and ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
Agreement to Lease Lessor hereby agrees to lease the Aircraft to Lessee, and Lessee hereby agrees to lease the Aircraft from Lessor, on the terms and subject to the conditions set forth in this Lease.
Amended Lease If: (i) Tenant fails to timely deliver a Space Acceptance Notice, or (ii) after the expiration of a period of 10 days after Landlord’s delivery to Tenant of a lease amendment or lease agreement for Tenant’s lease of the Available Space, no lease amendment or lease agreement for the Available Space acceptable to both parties each in their sole and absolute discretion, has been executed, Tenant shall be deemed to have waived its right to lease such Available Space.
