Common use of Extension Option Clause in Contracts

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Tenant shall have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Option.

Appears in 2 contracts

Sources: Lease (Warner Music Group Corp.), Lease (Warner Music Group Corp.)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Tenant shall have the option to extend this Lease (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion for one additional term of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or one ten before the date occurring nine (109) year period months before the expiration of the initial Lease Term (but not bothbefore the date that is twelve (12) months before the expiration of the initial Lease Term), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) Landlord. If Tenant timely and once Tenant properly exercises the its Extension Option, Tenant may not thereafter revoke such exercise. If any the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable timeLease, as amended, except that the Base Rent for the Extension Option Period shall be void and of no further force or effect as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. Landlord shall, within ten . (10c) business days after Landlord’s receipt of the notice from Tenant exercising It is understood and agreed that the Extension Option give hereby granted is personal to Tenant and is not transferable except to a notice specifying Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the reasonsevent of any assignment of this Lease or subletting of all of the Premises or more than fifty percent (50%) thereof (other than to a Permitted Transferee), if any, Landlord is rejecting the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of such the Extension OptionOption shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice or at the commencement of the Extension Period, or (ii) Tenant shall have reduced the size of the Premises below the size of the initial Premises by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Lease Agreement (Allakos Inc.), Lease Agreement (Allakos Inc.)

Extension Option. Section 32.01 Provided the original Tenant named herein (aor an Affiliate pursuant to a Permitted Transfer) Provided that is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the exercise commencement of the Extension Option Term (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewedas defined herein), Tenant shall have the right and option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of Term for two (2) full floors starting at the top or bottom additional periods of the Premises for either one five (5) year period or one ten years (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the each an Extended Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise the Extension Option of such option by written notice to Landlord given no later than the date which is fifteen nine (159) months prior to the Expiration Date then scheduled expiration of the Original Term (TIME BEING OF THE ESSENCE or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such date) and once Tenant exercises notice or at the commencement of either Extension Option, Tenant may not thereafter revoke such exerciseTerm. If any a Default, or event which with the giving of notice or the conditions set forth in clauses (i) through (iii) above are not fulfilled passage of time, or both, would constitute a Default, exists at the applicable timetime of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the Extension Option shall option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or effect and first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no further Extension Option. Landlord shallright to extend the Term of this Lease, within ten (10) business days after Landlord’s receipt time being of the notice from Tenant exercising essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Option give Term, Tenant a notice specifying shall pay the reasonsAnnual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, Landlord is rejecting Tenant’s exercise of such Extension Optionshall be made.

Appears in 2 contracts

Sources: Office Lease Agreement (Marlborough Software Development Holdings Inc.), Office Lease Agreement (Bitstream Inc)

Extension Option. Section 32.01 (a) Provided that the original Tenant named herein or a tenant pursuant to a Permitted Transfer is itself occupying the entire Premises at the time of giving its notice to exercise its option (the exercise “Extension Notice”) and at the commencement of the Extension Option Term (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewedas defined herein), Tenant shall have the right and option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion Term for one (1) additional period of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten years (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the Extended Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease or a tenant pursuant to a Permitted Transfer and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”), provided that Tenant shall give Landlord notice of Tenant’s exercise the Extension Option of such option by written notice to Landlord given no later than the date which is twelve (12) months and, except as provided in Exhibit E Section 2 below, no earlier than fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) then scheduled expiration of the Original Term, and once Tenant exercises provided further that no Default exists at the time of giving the Extension Option, Tenant may not thereafter revoke such exerciseNotice or at the commencement of the Extension Term. If any a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving the Extension Notice or at the time of commencement of the conditions set forth in clauses (i) through (iii) above are not fulfilled Extension Term, Tenant’s exercise of such option shall, at the applicable timeoption of Landlord, the Extension Option shall be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give the Extension Notice in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of the Extension Notice without the requirement of any further action on the part of either Landlord or effect and Tenant. If Tenant shall fail to timely give the Extension Notice as aforesaid, Tenant shall have no further Extension Option. Landlord shallright to extend the Term of this Lease, within ten (10) business days after Landlord’s receipt time being of the notice from Tenant exercising essence of the foregoing provisions. The Base Rent payable during the Extension Option give Term shall be an amount equal to the Fair Market Rent for the Premises as of the commencement date of the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Base Rent payable during the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant a notice specifying shall pay the reasonsBase Rent payable for the year immediately preceding the commencement of the Extension Term until the Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, Landlord is rejecting Tenant’s exercise of such Extension Optionshall be made.

Appears in 2 contracts

Sources: Office Lease Agreement (Collegium Pharmaceutical, Inc), Office Lease Agreement (Collegium Pharmaceutical Inc)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, SECTION 30.1 Tenant shall have the right, at its option (the “each, an "Extension Option”) "), to unconditionally extend the Terminitial Term of this Lease, for the entire Premises (as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not bothsame may have been increased), commencing for one (1) extension term (the "Extension Term"). The Extension Term shall commence on the day after following the Expiration Date (the "Extension Term Commencement Date") and ending shall expire on the day preceding the fifth (5th) anniversary or the tenth (10th) anniversary of the Fixed Expiration Date (the "Extension Term Expiration Date, as the case may be (the “Extended Term”"). Tenant shall have no right to exercise the Extension Option unless all of the following conditions are satisfied on the date of the Extension Notice (as defined below) and on the Extension Term Commencement Date: (a) neither an Event of Default nor a monetary default (whether or not a notice has been sent) shall have occurred and be continuing under this Lease or under any other agreement between Landlord or an Affiliate of Landlord and Tenant or an Affiliate of Tenant; (b) the Original Tenant (or a permitted assignee, sublessor, successor or transferee pursuant to Section 13.9(b), but not any other assignee or successor tenant) shall occupy not less than eighty-five percent (85%) of the Useable Square Feet of the Premises; and (c) there shall not have occurred any material adverse change in the financial condition of Tenant from the condition described in the financial statements submitted by Tenant to Landlord in connection with this Lease; (d) Tenant's: on the date of this Lease and on the date of the last prior exercise of an Extension Option; (e) no default (after notice if required and expiration of any applicable cure period) by Tenant exists under any loan, debt, bank or similar facility or agreement; and (f) proof satisfactory to Landlord of the foregoing shall have been delivered to Landlord together with the notice exercising such Extension Option. SECTION 30.2 No separate instrument of extension shall be required for Tenant to exercise its Extension Option. If Tenant elects to extend this Lease for the Extension Term, Tenant shall exercise such option by sending to Landlord written notice to Landlord given no later thereof (the "Extension Notice") not less than the date which is fifteen (15ten(10) months prior to the Expiration Date (Date, and TIME BEING SHALL BE OF THE ESSENCE as with respect to such date) and once Tenant exercises the giving of the Extension Option, Tenant may not thereafter revoke such exerciseNotice. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, Tenant shall send the Extension Option Notice within the time and in the manner in this Lease provided, this Lease shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising deemed extended for the Extension Option give Tenant a notice specifying Term upon the reasonsterms, if anycovenants and conditions in this Lease contained, Landlord is rejecting Tenant’s exercise with the exception of such Extension OptionFixed Rent.

Appears in 2 contracts

Sources: Lease Agreement (Athenahealth Inc), Lease Agreement (Athenahealth Inc)

Extension Option. Section 32.01 (a) Provided that at Landlord hereby grants to Tenant one (1) option to extend the time Term for a period of four (4) years, such option to be exercised by Tenant giving written notice of its exercise to Landlord in the exercise of the Extension Option (herein defined): (i) manner provided in this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent one hundred eighty (75%180) days prior to (but not more than two hundred ten (210) days prior to) the expiration of the rentable area of the Premises that is being renewed, Tenant shall have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to all may have been previously extended. No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing or any portion facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default either at the time of exercise of the Premises that constitutes a contiguous block of two (2) full floors starting option or at the top or bottom time the Term would otherwise have expired if the option had not been exercised. (b) If Tenant exercises its option to extend the Term, Landlord shall, within thirty (30) days after the receipt of Tenant's notice of exercise, notify Tenant in writing of Landlord's reasonable determination of the Premises Base Rent for either one five the Demised Premises, which amount shall be the greater of (5i) year period or one ten the Base Rent in effect for the initial Term, and (10ii) year period (but not both)fair market rent for the Demised Premises, commencing on determined by Landlord by taking into account all relevant factors for space of this type in the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Datesoutheast Memphis, as the case may be (the “Extended Term”)Tennessee area. Tenant shall exercise the Extension Option by written have thirty (30) days from its receipt of Landlord's notice to notify Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once in writing that Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any agrees with Landlord's determination of the conditions Base Rent and therefore that Base Rent for the Demised Premises for the extended term shall be the Base Rent set forth in clauses Landlord's notice to Tenant. If Tenant does not notify Landlord of such agreement within thirty (i30) through (iii) above are not fulfilled at days of its receipt of Landlord's notice, Tenant shall be deemed to have retracted its option to extend the applicable timeTerm, in which case the Extension Option Term, as it may have been previously extended, shall expire on its scheduled expiration date and Tenant's option to extend the Term shall be void and of no further force and effect. (c) Except for the Base Rent, which shall be determined as set forth in subparagraph (b) above, leasing of the Demised Premises by Tenant for the extended term shall be subject to all of the same terms and conditions set forth in this Lease, including Tenant's obligation to pay Tenant's share of Operating Expenses as provided in this Lease; provided, however, that any improvement allowances, termination rights, rent abatements or effect other concessions applicable to the Demised Premises during the initial Term shall not be applicable during any such extended term, nor shall Tenant have any additional extension options unless expressly provided for in this Lease. Landlord and Tenant shall have no further Extension Optionenter into an amendment to this Lease to evidence Tenant's exercise of its renewal option. If this Lease is guaranteed, it shall be a condition of Landlord's granting the renewal that Tenant deliver to Landlord shall, within ten (10) business days after Landlord’s receipt a reaffirmation of the notice from Tenant exercising guaranty in which the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting guarantor acknowledges Tenant’s 's exercise of such Extension Optionits renewal option and reaffirms that the guaranty is in full force and effect and applies to said renewal.

Appears in 2 contracts

Sources: Industrial Lease Agreement (Pfsweb Inc), Industrial Lease Agreement (Daisytek International Corporation /De/)

Extension Option. Subtenant shall have the right (the “Extension Right”) to extend the Term of this Sublease for a single additional period of three (3) months (the “Sublease Extension Term”) on the same terms and conditions as this Sublease (other than Base Rent) by giving Sublandlord written notice of its election to exercise the Extension Right at least eight (8) months prior to the Expiration Date of the initial Term, which notice, once given, shall be irrevocable. If Subtenant timely elects to exercise such right to the Sublease Extension Term, the Sublease Extension Term shall commence on the day immediately following the initial Expiration Date. During the Sublease Extension Term, Base Rent for each portion of the Subleased Premises shall be payable at a rate equal to 103% of the rate in effect with respect to such portion of the Subleased Premised on the initial Expiration Date. The Extension Right is personal to Subtenant and shall not be assignable without Sublandlord’s and Prime Lessor’s consent in their respective sole discretion, except that it may (subject to obtaining the consent of Prime Lessor to the extent required under Section 32.01 22 of the Prime Lease) be assigned in connection with a Corporate Permitted Assignment of this Sublease. Notwithstanding the foregoing, Subtenant may not exercise the Extension Right (ai) Provided during any period of time that Subtenant is in default under any provision of this Sublease, (ii) if Subtenant has been in default under any provision of this Sublease two (2) or more times, whether or not the defaults are cured, during the last year of the initial Term of this Sublease, or (iii) if Subtenant is not in occupancy of at least eighty percent (80%) of the entire Subleased Premises both at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice Right and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) the time of the rentable area commencement date of the Premises that is being renewed, Tenant Sublease Extension Term. The Extension Right shall have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date terminate and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void and of no further force or effect even after Subtenant’s due and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt timely exercise of the notice Extension Right, if after such exercise, but prior to the commencement date of the Sublease Extension Term, (i) Subtenant fails to timely cure any default by Subtenant under this Sublease, or (ii) Subtenant has defaulted two (2) or more times during the period from Tenant exercising the date of the exercise of the Extension Option give Tenant a notice specifying Right to the reasonsdate of the commencement of the Sublease Extension Term, if any, Landlord is rejecting Tenant’s exercise of whether or not such Extension Optiondefaults are cured.

Appears in 2 contracts

Sources: Sublease (Verve Therapeutics, Inc.), Sublease (Verve Therapeutics, Inc.)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Tenant shall have the option to extend this Lease (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion for one additional term of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period; provided, however, that the Option Rent shall in no event be less than the Base Rent scheduled to be paid during the year period immediately prior to the commencement of the Extension Period. (b) The Extension Option must be exercised by Tenant, if at all. only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or one ten before the date occurring twelve (1012) year period months before the expiration of the initial Lease Term (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than before the date which that is fifteen (15) months prior before the expiration of the Initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) Landlord. If Tenant timely and once Tenant properly exercises the its Extension Option, Tenant may not thereafter revoke such exercise. If any the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable timeLease, as amended, except that the Base Rent for the Extension Option Period shall be void and of no further force or effect as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. Landlord shall, within ten . (10c) business days after Landlord’s receipt of the notice from Tenant exercising It is understood and agreed that the Extension Option give hereby granted is personal to Tenant and is not transferable except to a notice specifying Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the reasonsevent of any assignment or subletting of the Premises or any part thereof (other than to a Permitted Transferee), if any, Landlord is rejecting the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of such the Extension OptionOption shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice or at the commencement of the Extension Period, or (ii) Tenant shall have reduced the size of the Premises below the size of the initial Premises by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Lease Agreement (Talend SA), Lease Agreement (Talend SA)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Tenant Borrower shall have the option (the “Extension Option”) right, at its option, to unconditionally extend the TermTerm until May 1, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be 2011 (the “Extended TermMaturity Date). Tenant shall exercise the Extension Option ) by written giving notice of such extension to Landlord given no later than the date which is Lender at least fifteen (15) months days prior to the Expiration originally scheduled Stated Maturity Date. Upon receipt of such request to extend the Term until the Extended Maturity Date, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises will be so extended, which extension will be granted upon the Extension Option, Tenant may not thereafter revoke such exercise. If any satisfaction of the conditions following conditions: (i) No Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date; (ii) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (i) above; (iii) On or prior to the originally scheduled Stated Maturity Date, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the Extended Maturity Date, or (ii) enters into a new interest rate protection agreement which expires no earlier than the Extended Maturity Date, and which extension or new agreement is in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in clauses Section 2.6.1 hereof and has the effect of capping LIBOR at 5.00% per annum; (iiv) through any outstanding Approved Senior Mezzanine Loan has been either (iiix) above are paid in full or (y) extended, such that the term of such extended Approved Senior Mezzanine Loan shall not fulfilled at expire prior to the Extended Maturity Date; and (v) any outstanding Approved Junior Mezzanine Loan has been either (x) paid in full or (y) extended, such that the term of such extended Approved Junior Mezzanine Loan shall not expire prior to the Extended Maturity Date. If all of the foregoing conditions have not been satisfied within the applicable timetime frames for each, the Extension Option shall be void and of no further force or effect and Tenant Lender shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of obligation to extend the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension OptionStated Maturity Date hereunder.

Appears in 1 contract

Sources: Loan Agreement (Maguire Properties Inc)

Extension Option. Section 32.01 (a) Provided that at the time as of the exercise date of the Extension Option (herein defined): Notice and as of the commencement of the Extension Term (i) this Lease shall not have been terminated; is in full force and effect, (ii) the original Tenant shall named herein, or an assignee or subtenant of the original Tenant named herein for which Landlord’s consent is not be required pursuant to Section 6.2.1(f) or Section 6.2.1(g) of this Lease, is in monetary occupancy of the entire Premises, (iii) Tenant is not in default or material non-monetary default of its obligations under this Lease beyond any applicable notice and cure grace period; , and (iiiiv) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area has not assigned this Lease or sublet all or any part of the Premises that is being renewedexcepting only an assignment or sublease described in clause (ii), above, Tenant shall have the option right to extend the Term of this Lease for one (1) additional period of five (5) years (the “Extension OptionTerm), such Extension Term to begin immediately upon the expiration of the Original Term of this Lease. All of the terms, covenants and provisions of this Lease shall apply to such Extension Term, except that (x) to unconditionally extend the Annual Fixed Rent Rate for the Extension Term shall be the Fair Rental Value of the Premises at the commencement of such Extension Term, as it relates determined pursuant to all this Section 2.3 and (y) Landlord shall have no obligation to make any alterations or improvements to the Premises, or to provide any portion allowances, inducements or other payments of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”)any kind to Tenant in connection therewith. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice (an “Extension Option by written notice Notice”) in writing of its intention to Landlord given no do so not earlier than eighteen (18) months and not later than the date which is fifteen twelve (1512) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as expiration of the Original Term. Accordingly, if Tenant fails timely to such date) and once Tenant exercises exercise its option for the Extension Option, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, Term and to deliver the Extension Option shall be void and of no further force Notice on or effect and before the exercise date specified above, then Tenant shall have no further right or option to extend the Term of this Lease hereunder or otherwise. (b) If Tenant timely and properly gives such Extension Option. Notice and the foregoing conditions precedent are fully and completely satisfied, the Term of this Lease shall be automatically extended for the Extension Term without the requirement for any additional documents; provided, however, upon the request of either Landlord shallor Tenant, within ten (10) business days after Landlord’s receipt Landlord and Tenant shall enter into an amendment to this Lease to confirm such exercise and to document all modifications to this Lease resulting from the extension for the Extension Term; provided, further, the failure to exercise and deliver said agreement shall not limit or detract from the valid extension of the notice from Tenant exercising Term for the Extension Option give Tenant Term. (c) For the purposes hereof, the “Fair Rental Value” of the Premises shall mean the fair rental value of the Premises that would be agreed upon between a notice specifying landlord and a tenant executing a lease of comparable office space in a comparable building located in Boston, Massachusetts for a comparable term, upon all of the reasonsterms and conditions of this Lease, if any, Landlord is rejecting Tenant’s exercise of such Extension Optiontaking into account all relevant factors.

Appears in 1 contract

Sources: Lease (Kura Oncology, Inc.)

Extension Option. Section 32.01 Provided Tenant is not in default of its obligations under this Lease, Tenant shall have two (a2) Provided that at options to extend the time Term of the exercise Lease for a period of five (5) consecutive years each as more particularly described below. Each extended term of the Extension Option (Lease is referred to herein defined): as an “Extended Term” and collectively as the “Extended Terms.” The first Extended Term of the Lease shall commence November 15, 2015. The second Extended Term of the Lease shall commence on the day following the expiration of the first Extended Term referred to in the immediately preceding sentence. If Tenant timely exercises an option to extend pursuant to the terms of this Paragraph 37.6, Tenant shall accept the Premises for such applicable Extended Term in its then “as is” condition and on the same terms and conditions as set forth in the Lease, as amended hereby, except that (i) this Lease Landlord shall not have been terminated; no obligation to construct or install any tenant improvements in the Premises for Tenant or provide any tenant improvement allowance, (ii) Tenant shall not be in monetary default or material non-monetary default under this have no further right to extend the Term of the Lease beyond any applicable notice and cure period; the two (2) Extended Terms set forth in this Paragraph 37.6, and (iiiii) Tenant is in occupancy of at least seventythe monthly Base Rent payable during the applicable Extended Term shall be an amount equal to ninety-five percent (7595%) of the rentable area fair market rental value of the Premises (which may include adjustments to the monthly Base Rent during the applicable Extended Term based on cost of living or other rental adjustments), but in no event shall such monthly Base Rent payable during the first Extended Term be less than Two Dollars ($2.00) per rentable square foot of the Premises (NNN) and in no event shall such monthly Base Rent payable by Tenant during the second Extended Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, if applicable). The parties hereto agree that is being renewedthe existence of any “wet” laboratory tenant improvements installed in the Premises and paid for solely by Tenant shall not be taken into consideration in determining the fair market rental value of the Premises. The options to extend stated herein are personal to Symyx Technologies, Inc. (and to any transferee pursuant to a Permitted Transfer as defined in Paragraph 21.3, as amended) and will not survive any assignment or sublet of the Lease (except an assignment or sublease to a transferee pursuant to a Permitted Transfer as defined in Paragraph 21.3, as amended). Tenant shall give Landlord written notice of its intent to exercise the applicable extension option at least one hundred eighty (180) days but not more than two hundred seventy (270) days prior to the date the Lease would expire but for the exercise of the applicable Extension Option. Tenant may not exercise the extension option for the second Extended Term unless it has timely exercised the extension option for the first Extended Term. Within thirty (30) days after Tenant exercises its applicable extension option pursuant to the terms above, Landlord will provide Tenant with its determination of the Base Rent for the applicable Extended Term (based on 95% of the monthly fair market rental value of the Premises, as reasonably determined by Landlord), but in no event shall such determination with respect to the first Extended Term be less than $2.00 per square foot per month and in no event shall such determination with respect to the second Extended Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, if applicable). Tenant shall have thirty (30) days from notification by Landlord of the option Base Rent to accept Landlord’s Base Rent determination. The parties are obligated to negotiate in good faith to agree on the monthly fair market rental for the Premises for the applicable Extended Term. If the parties have not mutually agreed on the Base Rent for the applicable Extended Term (based on 95% of the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion monthly fair market rental value of the Premises that constitutes [which may include adjustments to the monthly Base Rent during the applicable Extended Term based on cost of living or other rental adjustments], but in no event less than $2.00 per square foot per month for the first Extended Term and no less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, if applicable) for the second Extended Term) within thirty (30) days from notification by Landlord to Tenant of Landlord’s rental determination, each party hereto shall appoint one representative who shall be a contiguous block licensed real estate broker with a minimum of ten (10) years experience in leasing industrial space in Sunnyvale, California, to determine the fair market rental for the Premises during the applicable Extended Term. The two (2) full floors starting at representatives so appointed shall determine the top monthly fair rental value for the applicable Extended Term considering the use to which Tenant is then utilizing the Premises pursuant to the terms and conditions of this Lease. The parties hereto agree that the existence of any “wet” laboratory tenant improvements installed in the Premises and paid for solely by Tenant shall not be taken into consideration by the aforementioned real estate brokers (or bottom the third real estate broker referred to in the immediately following paragraph, if applicable) in determining the fair market rental value of the Premises. The determination of said fair market rental value shall be made by said two (2) representatives within sixty (60) days from notification by Landlord to Tenant of Landlord’s rental determination and they shall submit said determination in writing to Landlord and Tenant. If the two (2) representatives of the parties hereto cannot agree on the fair market rental value for the Premises herein, said two (2) representatives shall choose a third licensed real estate broker with a minimum of ten (10) years experience in the leasing of industrial space in Sunnyvale, California, to act as an arbitrator. If the two representatives cannot or do not agree on a third representative, either party may have the third representative chosen by the American Arbitration Association or by a judge of the Santa ▇▇▇▇▇ County Superior Court. The fair market rental value for the applicable Extended Term shall be independently determined by the arbitrator, which said determination shall be made within ninety (90) days from notification by Landlord to Tenant of Landlord’s rental determination. The role of the arbitrator shall then be to immediately select from the fair market rent proposals of the representatives the one that most closely approximates the arbitrator’s determination of fair market rental value. The arbitrator shall have no right to adopt a compromise or middle ground or any modification of either of the two fair market rent proposals. The proposal the arbitrator chooses as most closely approximating his determination of the fair market rental value of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after applicable Extended Term shall constitute the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary final determination of the Expiration Datefair market rental value of the Premises for the applicable Extended Term, shall be final and binding upon the parties and the Base Rent for such applicable Extended Term shall be equal to ninety-five percent of such fair market rental determination but in no event shall such monthly Base Rent payable during the first Extended Term be less than Two Dollars ($2.00) per rentable square foot of the Premises (NNN) and in no event shall such monthly Base Rent payable by Tenant during the second Extended Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, if applicable). Each party shall pay the charges of the representative appointed by such party. The charges and expenses of the arbitrator, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Optionprovided herein, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of paid by the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Optionparties hereto in equal shares.

Appears in 1 contract

Sources: Lease (Symyx Technologies Inc)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Tenant Borrower shall have the option right to extend the Maturity Date from the Initial Maturity Date to the Extended Maturity Date (the “Extension Option”), subject to Borrower’s satisfaction of the following conditions: (a) Borrower shall give Administrative Agent written notice of Borrower’s request for an extension of the Maturity Date not earlier than ninety (90) days, nor later than forty-five (45) days, prior to the Initial Maturity; (b) As of the date of such notice, and as of the Initial Maturity Date, there shall exist no Default or Potential Default (provided that Borrower shall have an opportunity to cure such Potential Default prior to the Initial Maturity Date to the extent of applicable cure periods under this Agreement or the applicable Loan Document); (c) At Administrative Agent’s request, Borrower shall have caused to be issued to Lenders, at Borrower’s sole cost and expense, appropriate endorsements to the Title Policy which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension; (d) There shall have been no change in the financial condition of Borrower, or in the condition of the Property from that which existed on the Effective Date, which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect; (e) The Loan-to-Value Percentage of the Property, based upon a new Appraisal commissioned by Administrative Agent at Borrower’s sole cost and expense and with a valuation date within sixty (60) days of the Initial Maturity Date, shall not exceed the Maximum Loan-to-Value Percentage; (f) The Net Operating Income from the Property shall be sufficient to yield a Debt Service Coverage Ratio of not less than 1.375:1.00 as of the Initial Maturity Date; and (g) Borrower shall have paid to Administrative Agent, for the ratable benefit of Lenders, an extension fee in an amount equal to fifteen hundredths of one percent (0.15%) of Aggregate Commitment as of the Initial Maturity Date. Notwithstanding the foregoing, Borrower shall have the right (i) to unconditionally extend repay principal outstanding under the Term, as it relates Loan or (ii) to all or affirmatively elect to cancel any undisbursed portion of the Aggregate Commitment (excluding any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at First Non-Revolver Tranche, which Borrower does not have the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not bothright to cancel), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are any combination thereof, in such amount as may be required to reduce the Aggregate Commitment, as applicable, pursuant to this Section 2.6, to an amount such that Borrower is in compliance with subsections (e) and (f) above. Any repayment of principal or cancellation of commitment pursuant to this Section 2.6 shall reduce the Aggregate Commitment dollar for dollar and any sums repaid may not fulfilled at the applicable timebe reborrowed. Except as modified by this Section 2.6, the Extension Option terms and conditions of this Agreement and the other Loan Documents shall be void remain unmodified and of no further in full force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Optioneffect.

Appears in 1 contract

Sources: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): Provided: (i) this Lease shall not have been terminatedno Event of Default by Tenant exists nor any condition that, with notice and/or the passage of time, would constitute an Event of Default; (ii) Tenant shall not be the Lease is in monetary default or material non-monetary default under this Lease beyond any applicable notice full force and cure periodeffect; and (iii) Tenant is in occupancy of at least seventy-five percent the originally named Tenant; and (75%iv) of the rentable area Tenant is then occupying 70% of the Premises that is being renewedfor the conduct of Tenant’s business, Tenant shall have the option right to extend the Term (the “Extension Option”) to unconditionally extend for a period of 36 months beyond the Term, as it relates to all or any portion end of the Premises that constitutes a contiguous block of two Term as extended by this Amendment (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the Extended Extension Term”). Tenant shall exercise the ) by delivering Tenant’s written extension election notice (“Extension Option by written notice Notice”) to Landlord given no later than the date which is fifteen (15) Extension Deadline and no earlier than 3 months prior to the Expiration Date (TIME BEING OF THE ESSENCE Extension Deadline, with time being of the essence. The “Extension Deadline” means the date that is 9 months prior to the expiration of the Term as extended by this Amendment. If an Event of Default exists at any time after Landlord receives the Extension Notice but before the first day of the Extension Term, then Landlord, at Landlord’s option, shall have the right to such date) and once Tenant exercises nullify Tenant’s exercise of the Extension Option. The terms and conditions of the Lease during the Extension Term shall remain unchanged except Tenant shall only be entitled to the one Extension Term provided above, the annual Fixed Rent for the Extension Term shall be the Extension Rent (as defined below), but no less than the Fixed Rent payable for the year immediately preceding the commencement of the Extension Term, the Expiration Date shall be the last day of the Extension Term (or such earlier date of termination of the Lease pursuant to the terms hereof), and, except to the extent reflected in the Extension Rent, Landlord shall have no obligation to perform any tenant improvements to the Premises or provide any tenant improvement allowance to Tenant. Upon ▇▇▇▇▇▇’s delivery of the Extension Notice, Tenant may not thereafter revoke such exercise. If any its exercise of the conditions set forth Extension Option. Notwithstanding anything to the contrary in clauses (i) through (iii) above are not fulfilled at the applicable timeLease, the Extension Option shall be void and of no further force or effect and Tenant shall have no further right to extend the Term other than or beyond the one, 36-month Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension OptionTerm described in this paragraph.

Appears in 1 contract

Sources: Lease (Ambiq Micro, Inc.)

Extension Option. Section 32.01 (a) Provided Lessee acknowledges that at its option to extend the Term of this Lease as provided in this Section 2.2 (the "Extension Option") for a term of five (5) additional years (unless sooner terminated as hereinafter provided) (the "Extension Term"), is subject to prior rights of Lifeline Systems, Inc., Endogen, Incorporated, and Pathology Services, Inc. (collectively, the "Offerees") to lease the Premises upon the expiration of the Initial Term. Lessor shall give written notice of the availability for lease of the Premises upon the expiration of the Initial Term to each of the Offerees prior to the commencement of the last Lease Year of the Initial Term, offering to lease the Premises upon the terms set forth in Lessor's written offer. After Lessor receives the response of all of the Offerees (or if no response is received by Lessor within the time provided therefor), Lessor shall give written notice (the "Availability Notice") to Lessee of whether the Premises are available to Lessee for the exercise of its Extension Option. Lessor shall give the Availability Notice to Lessee not later than the first day of the fifth Lease Year. (b) Provided that (x) none of the Offerees accepts Lessor's offer to lease the Premises upon the expiration of the Initial Term, and (y) no "Event of Default" (as defined in Section 14.1 below) has occurred prior to the day on which Lessor gives the Availability Notice or prior to the first day of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; Term, and (iiiz) Tenant the Lessee named herein is in occupancy actually occupying the entire Premises as of at least seventy-five percent (75%) each of the rentable area of dates described in the Premises that is being renewedpreceding clause (y), Tenant Lessee shall have the option to exercise the Extension Option by giving written notice thereof ("Lessee's Exercise Notice") to Lessor within two (2) months after Lessor gives the Availability Notice to Lessee. If Lessee gives Lessee's Exercise Notice to Lessor within such 2-month period, then (subject to the rescission of Lessee's Exercise Notice as provided in Section 3.3 below), the Lease Term shall be extended for the Extension Term subject to all the terms of this Lease except for the change in Basic Rent as provided in Section 3.2(c) of this Lease. If Lessee fails to give such notice to Lessor within such time, Lessee shall be deemed to have waived the right to exercise the Extension Option. (c) Lessor agrees from and after the date of this Lease not to unconditionally extend the Term, as it relates grant to any third party any right to lease all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at upon the top or bottom expiration of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may Initial Term which right would be (the “Extended Term”). Tenant shall exercise superior to the Extension Option by written notice granted in this Section 2.2 to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Option.

Appears in 1 contract

Sources: Lease (Transcend Therapeutics Inc)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): Provided: (i) this Lease shall not have been terminatedno Event of Default exists; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice is in full force and cure periodeffect; and (iii) Tenant is in occupancy of at least seventy-five percent the originally named Tenant or a Permitted Transferee; and (75%iv) of the rentable area Tenant has not subleased more than 25% of the Premises to any entity that is being renewednot a Permitted Transferee, Tenant shall have the option right to extend the Term (the “Extension Option”) with respect to unconditionally extend the Extension Premises for up to 2 consecutive terms of 60 months each beyond the end of the Initial Term (each, an “Extension Term”) by delivering Tenant’s written extension election notice (“Extension Notice”) to Landlord no later than the Extension Deadline, with time being of the essence. The “Extension Deadline” means the date that is 15 months prior to the expiration of the Initial Term or the then-current Extension Term, as it relates to applicable. The “Extension Premises” means, as designated by Tenant in the Extension Notice, either all of the Premises or any a portion of the Premises that constitutes a contiguous block containing at least 75% of two (2) full floors starting at the top or bottom Premises, provided Tenant and Landlord shall mutually agree on the location of such portion to the extent any portion consists of less than an entire floor. Notwithstanding the foregoing, if the Extension Notice is silent as to the designation of the Extension Premises, then Tenant shall be deemed to have designated all of the Premises for either one five (5) year period or one ten (10) year period (to be the Extension Premises. If an uncured Event of Default exists at any time after Landlord receives an Extension Notice but not both), commencing on before the first day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Dateapplicable Extension Term, as then Landlord, at Landlord’s option before the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which Event of Default is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Optioncured, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting right to nullify Tenant’s exercise of such Extension Option. The terms and conditions of this Lease during each Extension Term shall remain unchanged with respect to the Extension Premises except Tenant shall only be entitled to the 2 Extension Terms provided above, the annual Fixed Rent for the applicable Extension Term shall be the Extension Rent (as defined below), the Expiration Date shall be the last day of the Extension Term (or such earlier date of ​ ​ termination of this Lease pursuant to the terms hereof), and, except to the extent reflected in the Extension Rent, Landlord shall have no obligation to perform any tenant improvements to the Extension Premises or provide any tenant improvement allowance to Tenant. Upon Tenant’s delivery of the Extension Notice, Tenant may not thereafter revoke its exercise of the Extension Option. Notwithstanding anything to the contrary in this Lease, Tenant shall have no right to extend the Term other than or beyond the 2, 60-month Extension Terms described in this paragraph, and if Tenant fails to exercise any Extension Option for an Extension Term, all subsequent Extension Options for Extension Terms shall be null and void and of no further force and effect.

Appears in 1 contract

Sources: Lease Agreement (Passage BIO, Inc.)

Extension Option. Section 32.01 So long as this Lease is still in full force and effect, and subject to the Conditions (aas hereinafter defined), which Landlord may waive, in its discretion, at any time, but only by notice to Tenant, Tenant shall have the right to extend the term of this Lease for one (1) Provided that at additional period (the time “Extended Term(s)”) of five (5) years, commencing on March 1, 2031, and ending on February 29, 2036. All of the exercise terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the Extension Option (herein defined): Original Term shall apply to the Extended Term except that (i) this Lease the Annual Fixed Rent for the Extended Term shall not have been terminatedbe the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided; and (ii) Tenant shall not be in monetary default or material non-monetary default under have no further right to extend the term of this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Extended Term hereinabove provided. If Tenant shall have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option so request by written notice to Landlord given not earlier than November 30, 2029, Landlord shall {B2323618; 13} give Tenant its Landlord Notice within thirty (30) days of such request. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice (an “Election Notice”) of its election not later than February 28, 2030. If Tenant fails to give such Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord, the term of this Lease shall automatically terminate no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any end of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable timeOriginal Term, the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Optionoption to extend the term of this Lease, it being agreed that time is of the essence with respect to the giving of such Election Notice. Landlord If Tenant shall extend the term hereof pursuant to the provisions of this Section 2.4, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be automatically effected without the execution of any additional documents, but Tenant shall, within ten (10) business days after at Landlord’s receipt request, execute an agreement confirming the Annual Fixed Rent for the Extended Term. The “Conditions” are that, as of the notice from date of the Election Notice there shall exist no Default of Tenant exercising and the Extension Option give named Tenant a notice specifying as set forth in Section 1.1 (or any successor by Merger, or any Affiliate as defined in Subsection 6.2.1) shall actually occupy the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Optionentire Premises.

Appears in 1 contract

Sources: Lease Agreement (Pc Tel Inc)

Extension Option. Section 32.01 (aA) Provided that Tenant satisfies all of the Extension Option Conditions, as hereinafter defined (any of which Extension Option Conditions Landlord may waive by written notice to Tenant), Tenant shall have the right to extend the Lease Term for up to two (2) periods of five (5) years each upon all the same terms, conditions, covenants and agreements herein contained, except (i) the Annual Fixed Rent shall be adjusted during the option period as hereinbelow set forth, (ii) there shall be no further option to extend the Term of this Lease after the second (2nd) Extended Term, and (iii) Tenant shall not receive any free rent or abatement with respect to the Premises for the Extended Term. Each option period is sometimes herein referred to as the “Extended Term.” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option. Tenant shall be deemed to have satisfied the “Extension Option Conditions” if: (1) at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in described option to extend there exists no continuing monetary default or material non-monetary default under Event of Default, and this Lease beyond any applicable notice is then in full force and cure period; effect, (2) as of the commencement of the Extended Term, there exists no continuing Event of Default pursuant to subsections (f) through (k) of Section 15.1, and this Lease is then in full force and effect, and (iii3) at the time of exercise of the herein described option to extend, Tenant is in occupancy of at least seventy-five not then subletting more than fifty percent (7550%) of the rentable area Rentable Floor Area of the Premises that is being renewedthen-current Premises, Tenant shall have the option except for a Permitted Transfer permitted in accordance with Section 12.2 hereof (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended TermOption Occupancy Test”). ; Landlord hereby agreeing, however, that if Tenant shall exercise fails to satisfy the Extension Option by written notice to Landlord given no later than Occupancy Test as of the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Optiontime of option exercise, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, will be deemed to have satisfied the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shallOccupancy Test, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising if the Extension Option give Tenant a notice specifying Occupancy Test is satisfied in all respects as of the reasons, if any, Landlord is rejecting Tenant’s exercise commencement of such Extension Optionthe Extended Term.

Appears in 1 contract

Sources: Lease Agreement (Rapid7, Inc.)

Extension Option. Section 32.01 Borrower shall have the right to extend the Maturity Date from the Initial Maturity Date to the Extended Maturity Date (the “Option to Extend”), subject to satisfaction of the following conditions: (a) Provided that at the time Borrower shall give Administrative Agent written notice of Borrower’s request for an extension of the exercise Maturity Date not earlier than ninety (90) days, nor later than forty-five (45) days, prior to the Initial Maturity Date; (b) As of the Extension Option date of such notice, and as of the Initial Maturity Date, there shall exist no Default or Potential Default (herein defined): provided that Borrower shall have an opportunity to cure such Potential Default prior to the Initial Maturity Date to the extent of applicable cure periods under this Agreement or the applicable Loan Document); (ic) this Lease At Administrative Agent’s request, Borrower shall have caused to be issued to Lenders, at Borrower’s sole cost and expense, appropriate endorsements to the Title Policy which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension; (d) There shall have been no change in the financial condition of Borrower, or in the condition of the Property from that which existed on the Effective Date, which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect; (e) The Loan-to-Value Percentage of the Property, based upon the latest or (if ordered by Administrative Agent in its reasonable discretion) a new Appraisal commissioned by Administrative Agent at Borrower’s sole cost and expense and with a valuation date within sixty (60) days of the Initial Maturity Date, shall not have been terminated; (ii) Tenant shall not be in monetary default or material nonexceed forty-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five three percent (7543%); (f) Borrower shall have provided to Administrative Agent satisfactory evidence (which evidence shall include, without limitation, a detailed current rent roll and a current historical operating statement for the Property) that the Loan Constant (as of the Initial Maturity Date) is not less than twelve percent (12%); and (g) Borrower shall have paid to Administrative Agent, for the ratable benefit of Lenders, an extension fee in an amount equal to one-tenth of one percent (0.10%) of the rentable area Aggregate Commitment as of the Premises that is being renewedInitial Maturity Date. Notwithstanding the foregoing provisions of this Section 2.6, Tenant Borrower shall have the option right to repay (without paying an Exit Fee) principal outstanding under the “Extension Option”) to unconditionally extend the Term, Loan in such amount as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be required to reduce the Aggregate Commitment pursuant to this Section 2.6, to an amount such that Borrower is in compliance with subsections (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such datee) and once Tenant exercises (f) above. Any repayment of principal pursuant to this Section 2.6 shall reduce the Extension Option, Tenant Aggregate Commitment dollar for dollar and any sums repaid may not thereafter revoke such exercisebe reborrowed. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable timeExcept as modified by this Option to Extend, the Extension Option terms and conditions of this Agreement and the other Loan Documents shall be void remain unmodified and of no further in full force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Optioneffect.

Appears in 1 contract

Sources: Modification Agreement (KBS Real Estate Investment Trust II, Inc.)

Extension Option. Section 32.01 (a) Lessor hereby grants Lessee the right to extend the Term for thirty (30) months from the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Schedule C (the "First Extension Option"). Provided that at Lessee exercises the time First Extension Option in accordance herewith, Lessee shall have the right to further extend the Term an additional thirty (30) months from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Schedule C (the "Second Extension Option"). (b) In order to exercise any Extension Option, the following conditions must be satisfied: (i) Not later than twelve (12) months prior to the then applicable Scheduled Expiry Date, Lessor shall have received a written notice from Lessee stating that it is exercising the Extension Option, which notice once given shall be irrevocable; (ii) Promptly after such notice, Lessee shall deliver to Lessor a Lease Supplement, board resolutions, legal opinions and other documents related to such extension, as Lessor may reasonably request; and (iii) no Default shall have occurred and be continuing on the date that Lessor receives notice of the Lessee's exercise of the Extension Option or on the then applicable Scheduled Expiry Date (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) as determined without giving effect to Lessee's exercise of the rentable area of the Premises that is being renewed, Tenant shall have the option (the “Extension Option). (c) to unconditionally extend If the TermTerm is so extended, the then applicable Scheduled Expiry Date shall be the Extended Expiry Date, the Rent for the period of such extension shall be as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting agreed by Lessor and Lessee at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise time the Extension Option by written notice to Landlord given is exercised (but will in no later event be greater than the Rent provided for in the Lease as of the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such datehereof) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any all other provisions of the conditions set forth Lease shall remain in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void full force and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Optioneffect.

Appears in 1 contract

Sources: Aircraft Lease Agreement (Kitty Hawk Inc)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminatedterminated and MONGODB, INC. or its permitted Successor Entity is then Tenant under this Lease; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice notice, grace and cure periodperiods; and (iii) Tenant is and/or its Affiliates are in occupancy of at least seventy-five percent one (75%1) full floor of the rentable area then Premises (for the purposes of this occupancy requirement, any portions of the Premises that in which Tenant is being renewedthen performing any Tenant’s Changes and any portions of the Premises not occupied by Tenant due to a Casualty shall both be deemed occupied by Tenant and such occupancy requirement is hereinafter referred to as the, “Occupancy Requirement”), Tenant shall have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both)period, commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be Date (the “Extended Term”). Tenant may exercise its Extension Option for all and not a portion of the Premises then leased by Tenant in the Building. Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if anyany of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, Landlord is rejecting Tenant’s exercise of such Extension Option.

Appears in 1 contract

Sources: Lease (MongoDB, Inc.)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, A. Tenant shall have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion Original Term of the Premises that constitutes a contiguous block this Lease for one additional period of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on years to begin immediately upon the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary expiration of the Expiration Date, as the case may be Original Term (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any provided that each of the following conditions set forth in clauses has been satisfied: (i) through As of the date of the Extension Notice (defined below) and as of the commencement of the Extended Term, Tenant shall not be in default beyond notice and cure periods (it being agreed that if at such time Landlord has provided Tenant a notice of default for which the applicable cure period has yet to expire, Tenant must cure such default within such cure period for Tenant’s exercise of the right hereunder to be valid) and shall not have previously been in default of its obligations under this Lease beyond any applicable notice and cure periods; (ii) Tenant shall have had a net income for the 12-month period immediately preceding the date of the Extension Notice and for the 12-month period immediately preceding the commencement of the Extended Term; (iii) above are not fulfilled Tenant shall have continuously occupied 100% of the Premises; and (iv) Simultaneously with the delivery of the Extension Notice and also at the applicable timecommencement of the Extended Term, Tenant shall have delivered to Landlord an unaudited financial statement, certified as true and correct by an officer of Tenant and using generally accepted accounting principles, evidencing such net income during each of the periods specified in clause (ii) hereinabove. If the above conditions have not been satisfied, then the Extension Option shall be void and the Extension Notice previously sent by Tenant shall be nullified and of no further force effect. Notwithstanding anything to the contrary contained herein, Landlord hereby reserves the right, in its sole and absolute discretion, to waive any condition set forth in clauses (i), (ii), and (iii) of this Section 2.3. No such waiver shall be effective unless communicated by Landlord to Tenant in writing and shall be used for the sole purpose of giving effect to the Extension Option and no other purpose. B. All of the terms, covenants and provisions of this Lease shall apply to the Extended Term except that the Annual Fixed Rent Rate for Extended Term shall be the fair-market rental rate for comparable space in comparable buildings in the Burlington, Massachusetts area as of the commencement of the Extended Term (“Market Rate”), as designated by Landlord. If Tenant shall elect to exercise this Extension Option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its election not earlier than eighteen (18) months and not later than twelve (12) months prior to the expiration of the Original Term of this Lease, time being of the essence thereof. If Tenant timely and properly gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents. Tenant’s Extension Option is personal to the initial named Tenant, Myomo, Inc., and any Permitted Transferee (as defined in Section 6.2.1(f) below), and, except in connection with a Permitted Transfer (as defined in Section 6.2.1(f) below), may not be assigned under any circumstances. The Original Term and the Extended Term shall be collectively referred to as the “Term” or the “term”. C. Not later than thirty (30) days following the giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the Extended Term. Within fifteen (15) days after Landlord gives Tenant Landlord’s determination of the Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If T▇▇▇▇▇ disagrees with L▇▇▇▇▇▇▇’s determination, then Landlord and T▇▇▇▇▇ shall commence negotiations to agree upon the Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the commencement of the Extended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date on which Landlord first gave Tenant Landlord’s proposal for the Market Rate, then the Market Rate shall be determined as provided below. D. If Landlord and Tenant are unable to agree on the Market Rate by the end of said thirty (30)-day period, then within five (5) days thereafter, Landlord and Tenant shall have each simultaneously submit to the other in a sealed envelope its good faith estimate of the Market Rate. If the higher of such estimates is not more than one hundred five percent (105%) of the other estimate, then the Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below. E. Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a mutually acceptable commercial real estate broker or appraiser licensed in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, having no further Extension Option. Landlord shall, within less than ten (10) business years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s receipt estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the Premises. There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Extended Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent for the Extended Term. The costs of the notice from Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any Approved Arbitrator or counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such Approved Arbitrator or counsel. If the dispute between the parties as to a market rate has not been resolved before the commencement of the Extended Term, then Tenant exercising shall pay Fixed Rent under the Lease based upon the market rate designated by Landlord until either the agreement of the parties as to the market rate, or the decision of the Final Arbitrator, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord. F. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the Extended Term. G. With respect to any assignment or subletting during the Original Term of this Lease (other than to a Permitted Transferee in connection with a Permitted Transfer), such assignment shall not include the Extension Option give Tenant granted to Tenant, and such sublease shall be for a notice specifying term expiring no later than the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension OptionExpiration Date.

Appears in 1 contract

Sources: Office Lease (Myomo, Inc.)

Extension Option. Section 32.01 (a) Provided Landlord and Tenant agree that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Tenant shall have the option to extend the Lease Term (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion for one (1) additional period of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary years following expiration of the Expiration Date, as the case may be Initial Term on May 31,2030 (the “Extended Extension Term”)) in accordance with the following: i. Tenant may not exercise the Extension Option unless, on the date when such option is exercised, (a) this Lease is in full force and effect, (b) no Event of Default, and no event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing, and (c) Tenant has not previously exercised its Termination Option as set forth in Section 2.e of this Sixth Amendment; ii. Tenant shall exercise the Extension Option by giving Landlord written notice to Landlord given such effect (which notice shall be irrevocable) no later than May 31, 2029. Upon the date which is fifteen giving of such notice, this Lease shall be deemed to be extended for the period of the Extension Term without the execution of any further instrument (15) months prior although either Party may request an amendment to the Expiration Date Lease to reflect such extension and the terms thereof, in which case both Parties will in good faith negotiate and execute such an amendment). The failure to give such notice by such date shall constitute a waiver by Tenant of any right to extend the Lease Term; and iii. The provisions of the Lease (TIME BEING OF THE ESSENCE as to such datemodified and/or amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and this Sixth Amendment) shall remain in full force and once Tenant exercises effect during the Extension OptionTerm, Tenant may not thereafter revoke except that (a) the Lease Term will be extended by the period of such exercise. If any of Extension Term, (b) the conditions Base Rent for the Extension Term shall increase by two percent (2.0%) per annum as set forth in clauses Section 2.c of this Sixth Amendment, (ic) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shallright to renew the Term, within ten and (10d) business days after LandlordTenant’s receipt Termination Option as set forth in Section 2.e of the notice from Sixth Amendment shall be deemed to have been relinquished and waived by Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Optionand shall no longer be exercisable or effective.

Appears in 1 contract

Sources: Office Lease Agreement (Duolingo, Inc.)

Extension Option. Section 32.01 (a) Provided In the event that at Landlord determines in its sole discretion that Landlord does not intend to redevelop the time of Premises or to use it for Landlord’s own purposes after the exercise of Termination Date, and that therefore the Premises will be available for lease, ▇. ▇. ▇▇▇▇▇ 4/22/14 8:57 AM Comment [22]: QUESTION: What if Landlord just forgets about the property and doesn’t provide Tenant with the notice? What effect does that have on the Extension Option (herein defined): (i) this Lease shall not Option? QUESTION: As a practical matter, what could Tenant do if it wanted to extend the lease term? COMMENT: This sentence would have been terminated; (ii) clearer if the drafter had included “then” before “Landlord shall provide Tenant ….” [then] Landlord shall not be in monetary default or material non-monetary default under this Lease beyond any applicable provide Tenant with written notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) such determination, setting forth the period of the rentable area of time that Landlord has determined the Premises that is being renewed, will remain availa- ble for lease by Tenant (the “Extension Period”). Tenant shall have the option (the “Extension OptionOp- tion”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises Term for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option Period by deliver- ing written notice to Landlord given no later than within thirty (30) days after re- ceipt of Landlord’s notice. Comment [19]: QUESTION: How would you summarize the date which is fifteen basic busi-­‐ ness concept of this section 4.2? (15Be sure to read the rest of this section.) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, the 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 The Extension Option shall be void and if an Event of no further force or effect and Default by Tenant shall have no further Extension Option. Landlord shallexists, within ten (10) business days after Landlord’s receipt either at the time of the notice from Tenant exercising exercise of the Extension Option give or the time of commencement of the Exten- sion Term. ▇. ▇. ▇▇▇▇▇ 4/22/14 6:59 AM The terms of this Lease during the Extension Pe- riod shall be the same terms and conditions as during the orig- inal Term, except that the Base Rent applicable to the Exten- sion Period shall be equal to the Prevailing Market Rent as of the commencement of the Extension Period, as determined pursuant to Exhibit D. The Extension Option is personal to Tenant a notice specifying and shall be inapplicable and null and void if Tenant assigns its in- terest under this Lease, or if either party exercises its termination right under Section 4.4. ▇. ▇. ▇▇▇▇▇ 4/22/14 8:58 AM The Extension Option (if not previously exer- cised) shall expire as of the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension OptionTermination Date.

Appears in 1 contract

Sources: Somewhat Barebones Contract Example

Extension Option. Section 32.01 (a) Provided The Parent may request that at the time Facility A Termination Date be extended, on the same terms, to the date falling 364 days from the date of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Tenant shall have the option Facility A Revolving Termination Date (the “Extension Option”), subject to the terms of this Clause 6.3, by giving notice to the Agent not less than 30 Business Days (and not more than 60 Business Days) before the Facility A Revolving Termination Date, provided that the Parent has not exercised the Facility A Term Out Option. (b) A notice served by the Parent pursuant to paragraph (a) of this Clause 6.3 above shall be irrevocable subject to paragraph (e) of this Clause 6.3 below. (c) The Agent shall promptly notify each Lender of any such request. (d) Each Lender shall notify the Agent of its decision (which shall be in its sole discretion) whether or not to agree to the request not later than 10 days before the Facility A Revolving Termination Date (and, if any Lender has not notified the Agent of its acceptance of the request on or before such date, it shall be deemed to have refused such request), and the Agent shall promptly notify the Borrower whether or not each Lender has agreed to the request. (e) Promptly following receipt of notification from the Agent pursuant to paragraph (d) above, the Parent may elect, in its absolute discretion, by notice to the Agent, either: (i) to unconditionally extend accept the Term, as it relates to extension offered by some or all or any portion of the Premises that constitutes a contiguous block Lenders, in which case the Agent shall promptly notify the relevant Lender(s) of two (2any such acceptance and the Facility A Revolving Termination Date shall be extended in relation to the Facility A Commitments and participations of such Lender(s) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing as elected on the day after the Expiration Date and ending on the fifth same terms; or (5thii) anniversary or the tenth (10th) anniversary of the Expiration Dateif any Lender does not agree to an extension request, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice not to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises benefit from the Extension Option, Tenant may not thereafter revoke such exercise. in which case the Facility A Loan shall be repaid on the Facility A Revolving Termination Date together with accrued interest and all other amounts outstanding. (f) If any Lender does not agree to any extension request, and the Parent has elected to accept the extension offered by some of the conditions set forth Lenders, such Lender’s participation in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option any outstanding Facility A Loan shall be void repaid on the Facility A Revolving Termination Date, together with accrued interest and of no further force or effect all other amounts outstanding in relation to such participation, and Tenant its Facility A Commitment shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Optionbe reduced to zero.

Appears in 1 contract

Sources: Facility Agreement (Gold Fields LTD)

Extension Option. Section 32.01 Borrowers shall have the right to extend the Maturity Date from the Initial Maturity Date to the Extended Maturity Date (a) Provided that at the time “Option to Extend”), subject to its satisfaction of the exercise of the Extension Option (herein defined): following conditions: (i) this Lease Borrowers shall give Administrative Agent written notice of Borrowers’ request for an extension of the Maturity Date not have been terminated; earlier than ninety (90) days, nor later than forty-five (45) days, prior to the Initial Maturity Date; (ii) Tenant As of the date of such notice, and as of the Initial Maturity Date, there shall not be in monetary default exist no Default or material non-monetary default Potential Default (provided that Borrowers shall have an opportunity to cure such Potential Default prior to the Initial Maturity Date to the extent of applicable cure periods under this Lease beyond any Agreement or the applicable notice and cure period; and Loan Document); (iii) Tenant is At Administrative Agent’s request, Borrowers shall have caused to be issued to Lenders, at Borrowers’ sole cost and expense, appropriate endorsements to the Title Policies which confirm the existence and priority of the Liens securing the Obligations in occupancy connection with the requested extension; (iv) There shall have been no change in the financial condition of Borrowers, or in the condition of the Properties from that which existed on the Effective Date (or with respect to a Property that became a Property hereunder after the Effective Date, from the condition of such Property on the date on which it first became a Property hereunder), which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect; (v) The Loan-to-Value Percentage, based upon new Appraisals commissioned by Administrative Agent at least seventy-five Borrower’s sole cost and expense and with a valuation date within sixty (60) days of the Initial Maturity Date, shall not exceed fifty percent (7550%); provided, for purposes of calculating Loan-to Value Percentage, the Aggregate Commitment shall be reduced by any amounts on deposit in the Termination Payment Account; (vi) Borrowers shall have provided to Administrative Agent satisfactory evidence (which evidence shall include, without limitation, a detailed current rent roll and a current historical operating statement for each of the Properties) that the Loan Constant (as of the Initial Maturity Date) is not less than thirteen percent (13%); provided, for purposes of calculating the Loan Constant, the Aggregate Commitment shall be reduced by any amounts on deposit in the Termination Payment Agreement; and (vii) Borrowers shall have paid to Administrative Agent, for the ratable benefit of Lenders, an extension fee in an amount equal to one-tenth of one percent (0.10%) of the rentable area Aggregate Commitment as of the Premises that is being renewedInitial Maturity Date. Notwithstanding the foregoing provisions of this Section 2.6, Tenant Borrowers shall have the option (right to repay principal outstanding under the “Extension Option”) to unconditionally extend the Term, as it relates to all or Loan and/or permanently cancel any undisbursed portion of the Premises Revolving Portion, in either case in such amount as may be required to reduce the Aggregate Commitment pursuant to this Section 2.6 to an amount such that constitutes a contiguous block Borrowers are in compliance with subsections (v) and (vi) above. Any repayment of two (2) full floors starting at the top principal or bottom cancellation of any undisbursed portion of the Premises Revolving Portion pursuant to this Section 2.6 shall reduce the Aggregate Commitment and the Revolving Portion dollar for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date dollar and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant any sums repaid may not thereafter revoke such exercisebe reborrowed. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable timeExcept as modified by this Option to Extend, the Extension Option terms and conditions of this Agreement and the other Loan Documents shall be void remain unmodified and of no further in full force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Optioneffect.

Appears in 1 contract

Sources: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, 33.1 Tenant shall have the option (the “Extension Option”) to unconditionally extend the term of this Lease for a term (the “Extension Term, as it relates to all or any portion ”) of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing years to commence on the day after (the “Extension Term Commencement Date”) next succeeding the Expiration Date and ending to expire on the day (the “Extension Term Expiration Date”) which is the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may which Extension Option shall be exercised only by Tenant giving to Landlord notice thereof (the “Extended TermExtension Exercise Notice). Tenant shall exercise the Extension Option by written notice to Landlord given no later than ) on or before the date (the “Extension Exercise Notice Date”) which is fifteen twelve (1512) months prior to the Expiration Date, TIME BEING OF THE ESSENCE, accompanied by an unconditional amendment to the Letter of Credit extending the outside expiration date thereof (if any) to a date that is no earlier than sixty (60) days after the Extension Term Expiration Date. Section 33.2 Notwithstanding anything contained in this Lease to the contrary, Tenant shall not have the Extension Option if on the date Tenant gives to Landlord the Extension Exercise Notice, (i) this Lease is not in full force and effect, or (ii) an Event of Default exists. Section 33.3 In addition to the provisions of Section 33.2 above, and notwithstanding anything contained in this Lease to the contrary, the Extension Option shall be deemed revoked, null and void, and of no further force or effect, and the Extension Exercise Notice (or purported Extension Exercise Notice) given in connection with Tenant’s attempt to exercise the Extension Option shall be ineffective and void ab initio as a Extension Exercise Notice, (i) if Tenant fails to give the Extension Exercise Notice to Landlord on or before the Extension Exercise Notice Date (TIME BEING OF THE ESSENCE as ESSENCE) in the manner hereinbefore provided, accompanied by an unconditional amendment to the Letter of Credit extending the outside expiration date thereof (if any) to a date that is no earlier than sixty (60) days after the Extension Term Expiration Date, or (ii) if at the time of the giving of the Extension Exercise Notice, this Lease is not in full force and effect, or there exists an Event of Default, or (iii) at the election of Landlord, by notice to Tenant, if the guarantors under any guaranty in respect of this Lease or the Premises fail to duly execute, acknowledge and deliver to Landlord within thirty (30) days after Landlord’s request therefor, an amendment to, and/or ratification of, such dateguaranty, prepared by Landlord, which confirms that such guaranty includes and covers the Extension Term and is otherwise in full force and effect, or (iv) if prior to the Extension Term Commencement Date, this Lease or the Term has ended, expired or is not otherwise in full force and once effect, or there exists any Event of Default. Notwithstanding anything contained in this Lease which may be deemed to the contrary, if Tenant exercises the Extension Option, but prior to the Extension Term Commencement Date, this Lease or the term hereof has ended, expired or is not otherwise in full force and effect as a result of any Event of Default, then, solely for the purposes of calculating the damages to which Landlord is entitled under Article 17 of this Lease, the Term shall be deemed to have been extended by the Extension Term, and the annual Fixed Rent and the annual Storage Fee for each year of the Extension Term shall be deemed to be 102% of the annual Fixed Rent and 102% the annual Storage Fee, respectively, for the immediately preceding year of the Term, without taking into account any abatements thereof under Article 12 hereof or otherwise. Section 33.4 The Extension Term, if any, shall be upon, and subject to, all of the terms, covenants and conditions provided in this Lease for the initial term hereof (including, without limitation, subsection 7.1(c), except that: (a) any terms, covenants, or conditions hereof that are expressly or by their nature inapplicable to the Extension Term (including, without limitation, this Article 33 hereof) shall not apply during the Extension Term; and (b) the annual Fixed Rent and the annual Storage Fee payable by Tenant may not thereafter revoke such exerciseduring the first (1st) year of the Extension Term shall, subject to adjustment as otherwise in this Lease provided, be an amount equal to 100% of the fair market rental value of the Premises and of the Storage Space, to be determined as provided in Sections 33.5 and 33.6 hereof and to be calculated as of the Extension Term Commencement Date on the basis of a new letting of the Premises and of the Storage Space for the Extension Term for a term of five (5) years, taking into account no change in the Base Taxes and taking into account that the annual Fixed Rent and the annual Storage Fee payable by Tenant during each year of the Extension Term after the first (1st) year of the Extension Term shall be increased by 2% (as hereinafter more particularly provided); and the annual Fixed Rent and the annual Storage Fee payable by Tenant during each year of the Extension Term after the first (1st) year of the Extension Term shall be 102% of the annual Fixed Rent and the annual Storage Fee, respectively, payable for the immediately preceding year of the term of this Lease, without taking into account any abatements thereof under Article 12 hereof or otherwise. The amount which equals the fair market rental value of the Premises and of the Storage Space for the Extension Term is herein referred to as the “FMV Amount.” The determination of the fair market rental value of the Premises and of the Storage Space pursuant to this Lease shall be based on all relevant factors presented by Landlord or Tenant. Section 33.5 The initial determination of the FMV Amount shall be made by Landlord. Landlord shall give notice (a “Rent Notice”) to Tenant of the proposed FMV Amount on or before the date which is six (6) months prior to the Extension Term Commencement Date. The FMV Amount so determined by Landlord shall be deemed conclusive and binding upon Tenant unless on or before the date (the “Determination Date”) which is ninety (90) days after Landlord gives to Tenant the Rent Notice (a) Tenant gives to Landlord notice (the “Dispute Notice”) that Tenant disputes the FMV Amount so determined by Landlord, or (b) Landlord and Tenant agree in writing (which agreement (an “FMV Agreement”) shall be duly executed and delivered by Landlord and Tenant) upon the Fixed Rent and the Storage Fee for the Extension Term. If any Landlord and Tenant fail to so agree upon the Fixed Rent and the Storage Fee for the Extension Term, the FMV Amount for the Extension Term shall be determined by arbitration pursuant to Section 33.6 below. Section 33.6 If Tenant gives to Landlord a Dispute Notice in respect of the FMV Amount so determined by Landlord as provided in Section 33.5 above, and Landlord and Tenant fail to execute and deliver an FMV Agreement on or before the Determination Date, then the FMV Amount for the Extension Term shall be determined by arbitration as follows: (a) Landlord and Tenant shall each appoint an arbitrator by written notice given to the other party hereto not later than thirty (30) days after the Determination Date. If either Landlord or Tenant fail to appoint an arbitrator within such period of time and thereafter fail to do so by written notice given within a period of five (5) days after notice by the other party requesting the appointment of such arbitrator, then such arbitrator shall be appointed by the American Arbitration Association or its successor (the branch office of which is located in or closest to the City and State of New York), upon request of either Landlord or Tenant, as the case may be; (b) The two (2) arbitrators appointed as above provided appoint a third (3rd) arbitrator by written notice given to both Landlord and Tenant, and, if they fail to do so by written notice given within sixty (60) days after their appointment, such third (3rd) arbitrator shall be appointed as above provided for the appointment of an arbitrator in the event either party fails to do so; (c) All of such arbitrators shall be New York State licensed real estate brokers having not less than ten (10) years experience in representing owners or tenants in commercial leasing transactions in respect of first-class office buildings in downtown Manhattan; and (d) The three (3) arbitrators, selected as aforesaid, forthwith shall convene and render their decision in accordance with the then applicable rules of the American Arbitration Association or its successor, which decision shall be strictly limited to a determination of the FMV Amount (as defined in Section 33.4 above), within thirty (30) days after the appointment of the third (3rd) arbitrator. The decision of such arbitrators shall be in writing. The first two (2) arbitrators appointed as above provided shall each determine the FMV Amount, and if such determinations are not identical, the third (3rd) arbitrator shall select the determination of one of the two (2) other arbitrators that such third (3rd) arbitrator determines is closest to its valuation. Insofar as the same is in compliance with the provisions and conditions set forth of this Article, the decision of the first two (2) arbitrators appointed (if their determinations are identical), or of the third (3rd) arbitrator (if the determination of the first two (2) arbitrators are not identical) shall be binding upon Landlord and Tenant. Duplicate original counterparts of such decision shall be sent forthwith by the arbitrators by certified mail, return receipt requested, to both Landlord and Tenant. The arbitrators, in clauses arriving at their decision, shall be entitled to consider all testimony and documentary evidence that may be presented at any hearing, as well as facts and data which the arbitrators may discover by investigation and inquiry outside such hearings. If, for any reason whatsoever, a written decision of the arbitrators shall not be rendered within thirty (30) days after the appointment of the third (3rd) arbitrator, then, at any time thereafter before such decision shall have been rendered, either party may apply to the Supreme Court of the State of New York, New York County, or to any other court having jurisdiction and exercising the functions similar to those now exercised by such court, by action, proceeding or otherwise (but not by a new arbitration proceeding) as may be proper, to determine the question in dispute consistently with the provisions of this Lease. The cost and expense of such arbitration, action, proceeding, or otherwise shall be borne equally by Landlord and Tenant, but Landlord and Tenant shall each pay their own attorneys’ fees and disbursements and witnesses fees. Section 33.7 If Tenant gives to Landlord a Dispute Notice in respect of the FMV Amount so determined by Landlord as provided in Section 33.5, and the Fixed Rent and the Storage Fee for the Extension Term shall not be finally determined pursuant to the terms of Section 33.5 or 33.6 hereof on or before the Extension Term Commencement Date, then: (a) The annual Fixed Rent and the Storage Fee payable by Tenant during the Extension Term until the Fixed Rent and the Storage Fee for the Extension Term shall be so finally determined shall, subject to adjustment as herein provided, be equal to 102% of the annual Fixed Rent and of the Storage Fee, respectively, in effect on the last day of the initial term of this Lease, without taking into effect any abatement, offset or reduction (the “Extension Minimum Rent”); and (b) If the Fixed Rent or the Storage Fee for the Extension Term, as finally determined pursuant to the terms of Section 33.6 hereof, shall be greater or less than the Fixed Fee component of the Extension Minimum Rent or the Storage Fee component of the Extension Minimum Rent, as the case may be, then (i) through (iii) above are not fulfilled at the applicable time, annual Fixed Rent and/or the Storage Fee payable by Tenant for the balance of the Extension Option Term shall be void and become the Fixed Rent and/or the Storage Fee, as the case may be, as so finally determined, and (ii) if the Fixed Rent or the Storage Fee for the Extension Term, as finally determined, shall be greater than the Fixed Fee component of no further force the Extension Minimum Rent or effect the Storage Fee component of the Extension Minimum Rent, as the case may be, Tenant shall, within thirty (30) days after Landlord’s demand therefor, pay to Landlord an amount equal to the difference between (x) the actual Fixed Rent or the actual Storage Fee, as the case may be, paid to Landlord during the Extension Term before such final determination, and (y) the Fixed Rent or the Storage Fee, as the case may be, that would have been payable by Tenant if the Fixed Rent or the Storage Fee, as the case may be, for the Extension Term had been finally determined prior to Extension Term Commencement Date; or if the Fixed Rent or the Storage Fee for the Extension Term, as finally determined, shall have no further be less than the Fixed Fee component of the Extension Option. Minimum Rent or the Storage Fee component of the Extension Minimum Rent, as the case may be, Landlord shall, within ten twenty (1020) business days after Tenant’s demand therefor pay to Tenant an amount equal to the difference between the sum of the amount described in clause (x) above and the sum of the amount described in clause (y) above, as applicable to the Fixed Rent and/or the Storage Fee. Section 33.8 If, in accordance with and subject to, all of the terms, covenants and conditions contained in this Article, the term of this Lease is extended for the Extension Term, then “Expiration Date,” as such term is used in this Lease, shall mean the “Extension Term Expiration Date,” and “Term,” “term of this Lease” (and comparable words), shall mean the initial term of this Lease, as extended by the Extension Term. Notwithstanding anything which may be contained in this Lease to the contrary, Landlord shall have no obligation or duty, nor shall Landlord be required, to make any repairs, installations, alterations or improvements to the Premises or any portion thereof (including, without limitation, painting, finishing, plastering or decorating), with respect to the Extension Term, provided, however, that nothing contained in this sentence shall affect Landlord’s receipt of obligations to perform the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, repairs that Landlord is rejecting Tenant’s exercise expressly required to make under this Lease. Except as expressly set forth in this Article, Tenant shall not have any option or right to extend or renew the term of such Extension Optionthis Lease.

Appears in 1 contract

Sources: Lease Agreement (WebMD Health Holdings, Inc.)

Extension Option. Section 32.01 (aA) Provided that Tenant satisfies all of the Extension Option Conditions, as hereinafter defined (any of which Extension Option Conditions Landlord may waive by written notice to Tenant), Tenant shall have the right to extend the Lease Term for up to two (2) periods of five (5) years each upon all the same terms, conditions, covenants and agreements herein contained, except (i) the Annual Fixed Rent shall be adjusted during the option period as hereinbelow set forth, (ii) there shall be no further option to extend the Term of this Lease after the second (2nd) Extended Term, and (iii) Tenant shall not receive any free rent or abatement with respect to the Premises for the Extended Term. Each option period is sometimes herein referred to as the “Extended Term.” Notwithstanding any implication to the contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option. Tenant shall be deemed to have satisfied the “Extension Option Conditions” if: (1) at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in described option to extend, there exists no continuing monetary default or material non-monetary default under Event of Default and this Lease beyond any applicable notice is then in full force and cure period; effect, (2) as of the commencement of the Extended Term, there exists no continuing Event of Default pursuant to subsections (f) through (k) of Section 15.1, and this Lease is then in full force and effect, and (iii3) at the time of exercise of the herein described option to extend, Tenant is in occupancy of at least seventy-five not then subletting more than fifty percent (7550%) of the rentable area Rentable Floor Area of the Premises that is being renewedthen-current Premises, Tenant shall have the option except for a Permitted Transfer permitted in accordance with Section 12.2 hereof (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended TermOption Occupancy Test”). ; Landlord hereby agreeing, however, that if Tenant shall exercise fails to satisfy the Extension Option by written notice to Landlord given no later than Occupancy Test as of the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Optiontime of option exercise, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, will be deemed to have satisfied the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising Occupancy Test if the Extension Option give Tenant a notice specifying Occupancy Test is satisfied in all respects as of the reasons, if any, Landlord is rejecting Tenant’s exercise commencement of such Extension Optionthe Extended Term.

Appears in 1 contract

Sources: Lease Agreement (Rapid7, Inc.)

Extension Option. Section 32.01 Borrowers shall have the right to extend the Maturity Date from the Initial Maturity Date to the Extended Maturity Date (a) Provided that at the time “Option to Extend”), subject to its satisfaction of the exercise of the Extension Option (herein defined): following conditions: (i) this Lease Borrowers shall give Administrative Agent written notice of Borrowers’ request for an extension of the Maturity Date not have been terminated; earlier than ninety (90) days, nor later than forty-five (45) days, prior to the Initial Maturity Date; (ii) Tenant As of the date of such notice, and as of the Initial Maturity Date, there shall not be in monetary default exist no Default or material non-monetary default Potential Default (provided that Borrowers shall have an opportunity to cure such Potential Default prior to the Initial Maturity Date to the extent of applicable cure periods under this Lease beyond any Agreement or the applicable notice and cure period; and Loan Document); (iii) Tenant is At Administrative Agent’s request, Borrowers shall have caused to be issued to Lenders, at Borrowers’ sole cost and expense, appropriate endorsements to the Title Policies which confirm the existence and priority of the Liens securing the Obligations in occupancy connection with the requested extension; (iv) There shall have been no change in the financial condition of Borrowers, or in the condition of the Properties from that which existed on the Effective Date which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect; (v) The Loan-to-Value Percentage for all of the Properties, in the aggregate, based upon new Appraisals commissioned by Administrative Agent at least seventyBorrowers’ sole cost and expense and with valuation dates within sixty (60) days of the Initial Maturity Date, shall not exceed fifty-five percent (7555%); (vi) Borrowers shall have provided to Administrative Agent satisfactory evidence (which evidence shall include, without limitation, a detailed current rent roll and a current historical operating statement for each Property) that the Committed Loan Constant (as of the Initial Maturity Date) is not less than (1) if three (3) or more Properties remain encumbered by the Security Documents, then sixteen percent (16%), (2) if two (2) Properties remain encumbered by the Security Documents, then seventeen percent (17%) and (3) if one (1) Property remains encumbered by the Security Documents, then eighteen percent (18%) (the “Minimum Extension Constant”); (vii) As of the Initial Maturity Date, (1) not more than thirty percent (30%) of the rentable area of Gross Rental Income from all Properties remaining encumbered by the Premises that Security Documents is being renewedto be derived from Leases expiring on or before the Extended Maturity Date, Tenant shall have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom not more than forty percent (40%) of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on Gross Rental Income from all Properties remaining encumbered by the day after Security Documents is to be derived from Leases expiring between the Expiration Initial Maturity Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen twelve (1512) months prior after the Extended Maturity Date and (3) not more than fifty percent (50%) of the Gross Rental Income from all Properties remaining encumbered by the Security Documents is to be derived from Leases expiring between the Initial Maturity Date and the date which twenty-four (24) months after the Extended Maturity Date. Notwithstanding the foregoing, Borrowers shall be deemed to have satisfied the requirements of this clause (vii) even if the percentage of Gross Rental Income derived from the remaining Properties exceeds the applicable thresholds so long as the Adjusted Committed Loan Constant (calculated in accordance with Exhibit J) is greater than or equal to the Expiration Date Minimum Extension Constant; and (TIME BEING OF THE ESSENCE viii) Borrowers shall have paid to Administrative Agent, for the ratable benefit of Lenders, an extension fee in an amount equal to one-quarter of one percent (0.25%) of the Aggregate Commitment as of the Initial Maturity Date. Notwithstanding the foregoing provisions of this Section 2.6, Borrowers shall have the right to repay (without paying an Exit Fee) principal outstanding under the Loan (or permanently cancel a portion of the Aggregate Commitment) in such dateamount as may be required to reduce the Aggregate Commitment pursuant to this Section 2.6, to an amount such that Borrowers are in compliance with subsections (v), (vi) and once Tenant exercises (vii) above. Any repayment of principal pursuant to this section 2.6 shall reduce the Extension Option, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension OptionAggregate Commitment dollar for dollar.

Appears in 1 contract

Sources: Loan Agreement (KBS Real Estate Investment Trust II, Inc.)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Tenant shall have the option right as hereinafter provided, to extend this Lease (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of for two (2) full floors starting at the top or bottom periods of the Premises for either one five (51) year period or one ten (10) year period (but not botheach an “Extension Period”), commencing on under the day after the Expiration Date following terms and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Dateconditions: 2.3.1 If Tenant desires to exercise an Extension Option, as the case may be it must notify Landlord in writing (the “Extended TermExtension Notice). Tenant shall exercise the Extension Option by written notice to Landlord given ) no later than the date which is fifteen ninety (1590) months days prior to the Expiration Date expiration of the then current Term. The failure by Tenant to provide such Extension Notice, for whatever reason, shall result in the automatic termination of the remaining Extension Options and the Lease shall terminate upon expiration without any further notice required by either Party. 2.3.2 Tenant shall not be entitled to exercise an Extension Option if Tenant shall be in default in the performance of any of the terms, covenants and conditions contained in this Lease (TIME BEING OF THE ESSENCE as to such date) after receipt of any required notice and once the passage of any applicable cure period), either at the time of its attempted exercise of an Extension Option or at the proposed time of commencement of the Extension Period. 2.3.3 Upon the proper exercise by Tenant exercises the of an Extension Option, Tenant may and provided that the Extension Options have not thereafter revoke such exercise. If been terminated pursuant to Section 2.3.2 above, the Term shall be extended for the Extension Period(s), without any further action of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable timeLandlord and Tenant. 2.3.4 Except as otherwise provided herein, the Extension Option Period shall be void upon the same terms, covenants and conditions as provided in this Lease, as if the Term of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt this Lease had been through the end of the notice from Tenant exercising Extension Period with the exception of the Rent rate, which shall be increased for each Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension OptionPeriod by three percent (3%).

Appears in 1 contract

Sources: Commercial Lease Agreement

Extension Option. Section 32.01 (a) Provided that at the time of The Borrower may request the exercise of the Extension Option by submitting an Extension Request to the Facility Agent. (herein defined): b) An Extension Request shall not be valid unless: (i) this Lease shall not have been terminated; it is delivered to the Facility Agent on a day falling no more than 60 days nor less than 30 days prior to the relevant Facility A Final Maturity Date; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure periodit specifies a date (the EXTENSION DATE) which is no more than a year less a day after the relevant Facility A Final Maturity Date; and and (iii) Tenant is in occupancy it does not (and would not) cause paragraph (c) to be contravened. (c) The Extension Option may be exercised no more than four times. (d) Upon receipt of at least seventy-five percent (75%) of a valid Extension Request, the rentable area of the Premises that is being renewed, Tenant Facility Agent shall promptly notify each Lender which has a Facility A Commitment. Each such Lender shall have the option (right, in its absolute discretion, to accept or decline any Extension Request. Each such Lender must notify the “Extension Option”) to unconditionally extend the TermFacility Agent, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than close of business on the date which is fifteen (15) months prior to falling 15 days before the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises relevant Facility A Final Maturity Date, whether or not it accepts the Extension OptionRequest. (e) If there are any Extending Lenders, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses then: (i) through on and from the relevant Facility A Final Maturity Date (iiisubject to any further operation of this Clause), the Facility A Final Maturity Date shall be extended to the Extension Date; and (ii) above are not fulfilled on the relevant Facility A Final Maturity Date: (A) the Facility A Commitment of each Non-extending Lender shall be cancelled automatically; and (B) the Borrower must pay to each Extending Lender an extension fee, calculated at the applicable time, rate specified in the Extension Option shall Request or at such other rate as may be void agreed between the Borrower and all the Extending Lenders, on the Facility A Commitment of no further force or effect that Extending Lender at the close of business on the relevant Facility A Final Maturity Date. (f) An Extension Request is irrevocable and Tenant shall have no further Extension Option. Landlord shall, within ten may not be withdrawn. (10g) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Option.In this Clause:

Appears in 1 contract

Sources: Credit Agreement (Galen Holdings PLC)

Extension Option. Section 32.01 The Borrower shall have one (1) option to further extend the maturity of the Loan, for a period of twelve (12) additional months, upon the express condition for the exercise of such extension option that each and all of the following conditions precedent shall have been fulfilled or complied with to the complete satisfaction of the Lender in its sole and absolute discretion: (a) Provided that The Borrower shall have given the Lender at least thirty (30) days prior written notice of its intention to extend; (b) The Borrower shall have paid to the Lender, at the time the notice required by subparagraph (a) above is given, an extension fee in an amount equal to one-quarter of one percent (1/4%) of the sum of (i) the then outstanding principal balance of the Office Project Note, and (ii) the then outstanding principal balance of the Bank Facility Note; (c) No default or event of default shall have occurred hereunder or under any of the other Loan Documents; (d) The Borrower shall have furnished to the Lender a current certified rent roll covering the Property dated not more than thirty (30) days prior to the commencement of such extension term, along with executed copies of each and every lease referenced therein, which shall demonstrate that, at the time of the exercise by the Borrower of such extension option, not less than ninety percent (90%) of all of the Extension Option leaseable space within the Property shall then be leased to, and occupied by, bona fide, third-party tenants acceptable to the Lender in all respects under Qualified Leases and who or which shall have commenced the payment of rent thereunder such leases (herein hereinafter referred to collectively as "Qualified Leases"); and (e) At the time of the exercise by the Borrower of such extension option, the Borrower shall have achieved a ratio of Projected Net Operating Income to Debt Service (both as hereinafter defined): ), on an annualized basis, equal to not less than 1.25 to 1.0, which shall be measured as of December 31, 1998 on an historical basis based upon the preceding twelve (12) month results. For the purposes hereof, the term "Net Operating Income" shall mean (i) this Lease shall not have been terminated; the sum of (1) gross rental income from Qualified Leases of the Property (with no credit for any free rent and with such further adjustment as the Lender may require to reflect extraordinary tenant concessions) for the period in question, (2) common area maintenance charges actually paid to the Borrower during the period in question by the tenants under such Qualified Leases, and (3) tenant reimbursements of Operating Expenses (as hereinafter defined) actually received by the Borrower during such period, less (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Tenant shall have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Option.Operating Expenses

Appears in 1 contract

Sources: Loan Modification and Extension Agreement (Corporate Office Properties Trust)

Extension Option. Section 32.01 (a) Provided 3.2.1 Tenant acknowledges and agrees that at the time Tenant shall have one remaining option to extend either, or both, of the exercise Expiration Date and Fourth Expansion Space Expiration Date for one (1) additional Option Term of the Extension Option (herein defined): (i) this Lease shall not have been terminated; five (5) years with respect to the Premises (excluding the Fourth Expansion Space), and (ii) Tenant shall not be four (4) years and six (6) months with respect to the Fourth Expansion Space, in monetary default or material non-monetary default under this Lease beyond any applicable notice each case pursuant to, and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) accordance with, Article 22 of the rentable area Original Lease. Notwithstanding any provision of the Premises that is being renewedCurrent Lease to the contrary, Tenant may elect to exercise Tenant’s remaining Option Term with respect to the entire Premises, or either (i) the Premises (excepting only the Fourth Expansion Space) or (ii) the Fourth Expansion Space, by delivering notice to Landlord of such election not earlier than January 31, 2025 and not later than April 30, 2025. Tenant’s failure to identify in Tenant’s Extension Notice whether Tenant has elected to exercise Tenant’s remaining Option Term with respect to the entire Premises, the Premises (excepting only the Fourth Expansion Space) or the Fourth Expansion Space, shall have be considered Tenant’s election to exercise Tenant’s remaining Option Term with respect to the entire Premises. Notwithstanding anything contained in the Current Lease to the contrary, if Tenant timely and properly exercises the extension option for the remaining Option Term pursuant to Article 22 of the Original Lease with respect to the entire Premises or either (i) the “Extension Option”Premises (excepting only the Fourth Expansion Space) or (ii) the Fourth Expansion Space, then the term of the Lease with respect to unconditionally extend the Term, as it relates to all or any applicable portion of the Premises shall be extended and shall expire on April 30, 2031. 3.2.2 In the event that constitutes a contiguous block Tenant elects to extend the Term of two the Lease with respect to the Premises (2excluding the Fourth Expansion Space) full floors starting at or the top Fourth Expansion Space, but not the entire Premises, then (i) effective as of the Expiration Date or bottom Fourth Expansion Space Expiration Date, as applicable, solely with respect to the portion of the Premises for either one five which Tenant has not elected to extend the Term (5) year period or one ten (10) year period (but not boththe “Surrender Premises”), commencing on the day after Term of the Lease shall end and expire, and all of Tenant’s right, title and interest in and to the Surrender Premises shall terminate and be extinguished, with the same force and effect as if the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Fourth Expansion Space Expiration Date, as applicable, had originally been specified in the case may be (Current Lease as the “Extended TermExpiration Date). , (ii) effective as of the Expiration Date or Fourth Expansion Space Expiration Date, as applicable, Landlord and Tenant shall exercise each be released from any and all obligations thereafter arising or accruing under the Extension Option by written notice Lease with respect to the Surrender Premises except for any provisions under the Lease which expressly survive expiration and any liability arising out of or related to Landlord given no or Tenant’s failure to perform any of its obligations accruing or arising under the Lease on or before such expiration; (iii) by not later than the date which is fifteen Expiration Date or Fourth Expansion Space Expiration Date, as applicable, Tenant shall yield-up and surrender the Surrender Premises in accordance with the terms and conditions of the Lease, including, without limitation, Article 15 of the Lease, (15iv) months prior to effective as of the Expiration Date or Fourth Expansion Space Expiration Date, as applicable, Tenant’s Pro Rata Share and, subject to Section 4.1 below, Tenant’s parking rights under the Lease shall each be reduced to reflect the expiration of the Term with respect to the Surrender Premises, and (TIME BEING OF THE ESSENCE v) within forty-five (45) days following the Expiration Date or Fourth Expansion Space Expiration Date, as to such dateapplicable, the Letter of Credit (and any and all amendments thereto) and once Tenant exercises any cash security deposit being held by Landlord under the Extension OptionLease with respect to the Surrender Premises (i.e., Tenant may not thereafter revoke such exercise. If any the Current Lease Letter of Credit (less the amount of the conditions set forth Fourth Expansion Premises Letter of Credit), in clauses the event the Lease terminates with respect to the Premises (iexcluding the Fourth Expansion Space), or the Fourth Expansion Premises Letter of Credit, in the event the Lease terminates with respect to the Four Expansion Space) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void returned to Tenant, to the extent not applied pursuant to the terms and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt conditions of the notice from Lease, which shall be accomplished by Tenant exercising through the Extension Option give Tenant a notice specifying amendment of the reasons, if any, Landlord is rejecting Tenant’s exercise Current Lease Letter of Credit to reflect such Extension Optionreduced amount.

Appears in 1 contract

Sources: Lease (Alkermes Plc.)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, 41.01 Tenant shall have the option (the "Extension Option") to unconditionally extend the term of this lease for a term (the "Extension Term, as it relates to all or any portion ") of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing years to commence on the day after date (the "Extension Term Commencement Date") next succeeding the Expiration Date and ending to expire on the date (the "Extension Term Expiration Date") which is the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may which Extension Option shall be exercised only by Tenant giving to Landlord notice thereof (the “Extended Term”). Tenant shall exercise the "Extension Option by written notice to Landlord given no later than Exercise Notice") on or before the date (the "Extension Exercise Notice Date") which is fifteen twelve (1512) months prior to the Expiration Date, TIME BEING OF THE ESSENCE. 41.02 Notwithstanding anything contained in this lease to the contrary, Tenant shall not have the Extension Option if on the date Tenant gives to Landlord the Extension Exercise Notice or on the Extension Term Commencement Date, (a) this lease is not in full force and effect, or (b) an Event of Termination exists. 41.03 In addition to the provisions of Section 40.02 above, and notwithstanding anything contained in this lease to the contrary, the Extension Option shall be deemed revoked, null and void, and of no further force or effect, and the Extension Exercise Notice (or purported Extension Exercise Notice) given in connection with Tenant's attempt to exercise the Extension Option shall be ineffective and void ab initio as an Extension Exercise Notice: (a) if Tenant fails to give the Extension Exercise Notice to Landlord on or before the Extension Exercise Notice Date (TIME BEING OF THE ESSENCE as ESSENCE) in the manner hereinbefore provided, or (b) if at the time of the giving of the Extension Exercise Notice, this lease is not in full force and effect, or there exists an Event of Termination, or (c) if prior to such date) the Extension Term Commencement Date, this lease or the term hereof has ended, expired or is not otherwise in full force and once effect. Notwithstanding anything contained in this lease which may be deemed to the contrary, if Tenant exercises the Extension Option, Tenant may but prior to the Extension Term Commencement Date, this lease or the term hereof has ended, expired or is not thereafter revoke such exercise. If otherwise in full force and effect as a result of any Event of Default, then, solely for the purposes of calculating the damages to which Landlord is entitled under Articles 25, 26 and 27 of this lease, the term of this lease shall be deemed to have been extended by the Extension Term, and the annual Extension Rent (as hereinafter defined) for the Extension Term shall be deemed to be the fixed rent in effect on the last day of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable timeinitial term of this lease, the without taking into account any abatements thereof under Article 22 hereof or otherwise. 41.04 The Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasonsTerm, if any, shall be upon, and subject to, all of the terms, covenants and conditions provided in this lease for the initial term hereof (including, without limitation, subsections 5.01(b) and 5.07(c)), except that: (a) any terms, covenants, or conditions hereof that are expressly or by their nature inapplicable to the Extension Term (including, without limitation, Article 4 and this Article 40,) shall not apply during the Extension Term; and (b) the annual fixed rent payable by Tenant during the Extension Term (hereinafter referred to as the "Extension Rent") shall, subject to adjustment as otherwise in this lease provided, be an amount equal to the greater (i) the fair market rental value for the Demised Premises determined as of the date occurring six (6) months prior to the Commencement Date of the Extension Term (such date is hereinafter called the "FMV Determination Date") and which determination shall be made within a reasonable period of time after the occurrence of the FMV Determination Date pursuant to the provisions of Section 41.06(d) hereof, or (ii) the product obtained by multiplying the rentable square foot area of the Demised Premises by the fixed rent and additional rent payable by Tenant to Landlord pursuant to Article 5 hereof for the last month of the initial term of this Lease on an annualized basis (including the most recent rate of additional rent calculated on a monthly basis payable pursuant to Article 5 hereof) with respect to the Demised Premises (without giving effect to any abatements, set offs or concessions then in effect) determined on a per rentable square foot basis. The fair market rental value shall be calculated as of the Extension Term Commencement Date on the basis of a new letting of the Demised Premises for the Extension Term for a term of five (5) years (but taking into account the fact that the Base Tax Year and the Base Operational Year are not changed). The amount which equals the fair market rental value of the Demised Premises for the Extension Term is rejecting herein referred to as the "FMV Amount." 41.05 The initial determination of the FMV Amount shall be made by Landlord. Landlord shall give notice (a "Rent Notice") to Tenant of the proposed FMV Amount on or before the date which is six (6) months prior to the Extension Term Commencement Date. The FMV Amount so determined by Landlord shall be deemed conclusive and binding upon Tenant unless on or before the date (the "FMV Dispute Outside Date") which is thirty (30) days after Landlord gives to Tenant the Rent Notice, (a) Tenant gives to Landlord notice (the "Dispute Notice") that Tenant disputes the FMV Amount so determined by Landlord, or (b) Landlord and Tenant agree in writing (which agreement (an "FMV Agreement") shall be duly executed and delivered by Landlord and Tenant’s exercise ) upon the fixed rent for the Extension Term. If Tenant sends to Landlord a Dispute Notice within the time and in the manner hereinbefore provided, and if Landlord and Tenant fail to so agree upon the fixed rent for the Extension Term, the FMV Amount for the Extension Term shall be determined by arbitration pursuant to Section 41.06 below. 41.06 If Tenant gives to Landlord a Dispute Notice in respect of the FMV Amount so determined by Landlord as provided in Section 41.05 above, and Landlord and Tenant fail to execute and deliver an FMV Agreement on or before the FMV Dispute Outside Date, then the FMV Amount for the Extension Term shall be determined by arbitration as follows: (a) Landlord and Tenant shall each appoint an arbitrator by written notice given to the other party hereto not later than thirty (30) days after the FMV Dispute Outside Date. If either Landlord or Tenant fails to appoint an arbitrator within such period of time and thereafter fails to do so by written notice given within a period of five (5) days after notice by the other party requesting the appointment of such Extension Option.arbitrator, then such arbitrator shall be appointed by the American Arbitration Association or its successor (the branch office of which is located in or closest to the City and State of New York), upon request of either Landlord or Tenant, as the case may be; (b) the two (2) arbitrators appointed as above provided shall attempt to reach an agreement as to the FMV Amount, and in the event that they are unable to do so within thirty

Appears in 1 contract

Sources: Lease Agreement (Ivillage Inc)

Extension Option. Section 32.01 A. Subject to the provisions of Paragraph 57B below, Lessee shall have the option each month following the Termination Date to extend (a) Provided that at the time of the exercise of the each, an Extension Option (herein defined): (iOption") this Lease (with respect to either or both of the Laboratory Area and/or the Administrative Area, including any common areas) on a month-to-month basis (each such month, an "Extension Term"). Each Extension Term shall not have been terminatedcommence upon either the next day following the Termination Date or the upon the next day following expiration of the then-current Extension Term, as applicable, until the Lease is terminated by either Party pursuant to Section 57.A.(3). (1) The Basic Rent during each Extension Term shall be in accordance with the provisions outlined in Section 6 of the Reference Page and may only be adjusted by mutual written agreement between both parties. (2) The CAM Payments during each Extension Term shall be in accordance with the provisions outlined in Section 23 (Additional Rent) of the Lease and may only be adjusted by mutual written agreement between both parties. (3) During each Extension Term, all terms and conditions of the Lease with respect to the Laboratory Area and/or Administrative Area, as applicable, shall remain in full force and effect, except that Lessee may terminate the Lease by providing Lessor with at least sixty (60) days written notice prior to the desired termination date and Lessor may terminate the Lease by providing Lessee with at least one hundred and twenty (120) days written notice prior to the desired termination date. B. The exercise by Lessee of each Extension Option shall be conditioned upon and subject to each of the following: (1) Lessee shall notify Lessor in writing of its exercise of its initial Extension Option at least thirty (30) days prior to the Termination Date; provided, that Lessee shall be deemed to automatically exercise its Extension Option for each subsequent Extension Term unless Lessee or Lessor has provided notice of termination in accordance with Section 57(A)(3) above. (ii2) Tenant At the time Lessor receives ▇▇▇▇▇▇'s notice as provided for in (B)(l) above and at the Termination Date and at the commencement of each subsequent Extension Term, Lessee shall not be in monetary default or material non-monetary default under the terms or provisions of this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Tenant Lessee shall not have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to all subleased or assigned any portion of the Premises that constitutes a contiguous block of two Demised Premises. (23) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void and of no further force or effect and Tenant Lessee shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Option.extension option other than as set forth in this Section

Appears in 1 contract

Sources: Lease Agreement (Legend Biotech Corp)

Extension Option. Section 32.01 (a) Provided that at the time Upon satisfaction of all of the exercise of the Extension Option (herein defined): (i) terms and conditions set forth in this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewedSubsection 2.4(b), Tenant Borrower shall have the one (1) option (the an “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two Loan Term for an additional one (2) full floors starting at the top or bottom of the Premises for either one five (51) year period or one ten (10) year period (but not both), commencing on beyond the day after the Expiration Initial Maturity Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant During the Extended Term and except for any time when the Default Rate or the Adjusted Rate is applicable pursuant to the terms of this Agreement, the Loan (including any amounts added to principal under the Loan Documents) shall bear interest at the Contract Rate. In order to exercise the Extension Option, Borrower must provide Lender with written notice (the “Extension Notice”) of Borrower’s intent to exercise the Extension Option by written notice to Landlord given no later not less than the date which is fifteen thirty (1530) months days prior to the Expiration Initial Maturity Date but no more than ninety (90) days prior to the Initial Maturity Date, TIME BEING OF THE ESSENCE ESSENCE. In consideration thereof, Borrower shall pay Lender the Extension Fee on or prior to the first day of the Extended Term, which Extension Fee shall be earned by Lender as to such date) and once Tenant exercises of the date of the Extension Notice; provided, however, if Borrower does not satisfy the Extension Conditions below, no Extension Fee shall be payable, although Borrower shall remain liable for the payment of the costs set forth in Section 2.4(b)(x). In connection with the exercise by Borrower of the Extension Option, Tenant may not thereafter revoke such exercise. If any Borrower must satisfy each of the following conditions (the “Extension Conditions”): (i) No Event of Default shall exist as of the date of the Extension Notice and on the first day of the Extended Term; (ii) The Loan is not Out of Balance; (iii) [intentionally omitted]; (iv) [intentionally omitted]; (v) The outstanding principal balance of the Loan, together with any accrued and unpaid PIK Interest [***], shall not exceed Seventy Million and No/100 Dollars ($70,000,000.00); provided that Borrower shall have the right to prepay the outstanding principal balance of the Loan and/or pay accrued and unpaid PIK Interest [***] (subject to and in accordance with Section 2.5 below (other than the requirement that Borrower provide at least 30 days’ prior notice)) in order to satisfy the requirement set forth in clauses this clause (iv); (vi) through [intentionally omitted]; (iiivii) above are not fulfilled at [intentionally omitted]; (viii) Borrower has entered into an Interest Rate Cap Agreement satisfying the applicable timeterms of Section 8.17 (or extended the term of the Interest Rate Cap Agreement in place so that it is coterminous with the remaining Loan Term), the Extension Option which Interest Rate Cap Agreement shall be void issued by an Issuer satisfying the Rate Cap Rating Criteria and of no further force or effect otherwise reasonably satisfactory to Lender; (ix) Borrower has deposited into the Carry Cost Reserve Account the amount estimated by Lender in its commercially reasonable discretion to be required to pay Carry Costs during the Extended Term (taking into account any amounts then on deposit in the Carry Cost Reserve Account and Tenant any unfunded Loan Advances allocated to pay Carry Costs); and (x) Borrower shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant pay all reasonable out-of-pocket costs and expenses incurred by ▇▇▇▇▇▇ in connection with Borrower exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Optionits rights under this Section 2.4(b).

Appears in 1 contract

Sources: Master Loan Agreement

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease A. If Sublandlord shall not have been terminated; elected to terminate the Prime Lease (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) either pursuant to Section 17.3 of the rentable area of the Premises that is being renewedPrime Lease or by agreement with Prime Landlord), Tenant then Subtenant shall have the one option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion in accordance with the provisions of this Section 38, for an additional period ending on March 31, 2018 (the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both"Extended Term"), commencing on the day after following the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as original Term. The option for the case Extended Term may be (the “Extended Term”). Tenant shall exercise the Extension Option exercised only by written Subtenant giving notice to Landlord given no that effect to Sublandlord not later than the date which is fifteen (15) months prior to the Expiration Date (February 28, 2013. TIME BEING SHALL BE OF THE ESSENCE with respect to the exercise of such option. In the event Subtenant timely delivers its notice of extension as required hereunder, Sublandlord will notify Subtenant on or before April 30, 2013 (1) whether the Premises will be available to Subtenant during the Extended Term or (2) whether Sublandlord shall have made or intends to make an election pursuant to the first sentence of this Section 38 that would preclude the effectiveness of Subtenant's extension option. If Sublandlord does not make such election to terminate and the Premises are available for sublease to Subtenant during the Extended Term, then the Extended Term shall be upon the same terms, covenants and conditions of this Sublease as shall be in effect immediately prior to such date) extension, except that the Base Rent for the Extended Term shall be determined as provided in Section 38(C). The extension option contained in this Section 38 shall not apply if an Event of Default, or a failure to timely pay an item of Rent which, with the giving of notice or the passage of time, would constitute an Event of Default, shall have occurred and once Tenant exercises remain uncured at the Extension Option, Tenant may not thereafter revoke such exercise. If any time of the conditions set forth in clauses either (i) through Subtenant's exercise of the extension option or (iiiii) above are not fulfilled at the applicable timebeginning of the Extended Term. Notwithstanding the foregoing, the Extension Option extension option contained in this Section 38 is personal to the Subtenant named herein (and transferees pursuant to a Permitted Transfer) and may not otherwise be assigned. B. If Subtenant shall be void fail to exercise timely the extension option hereunder, such extension option shall lapse and of no further force or effect and Tenant Subtenant shall have no further Extension Optionright to exercise the same or to otherwise extend the Term. C. The Base Rent during the Extended Term shall be the Fair Market Rental Value of the Premises (including increases thereof during the Extended Term). Landlord shall"Fair Market Rental Value" shall mean the fair market rental value of the Premises for the Extended Term taking into account the rental that would be paid by a subtenant to an unaffiliated sublandlord for comparable space in the Princeton, New Jersey market, the length of the Extended Term and all other factors relevant to such determination. If Subtenant exercises its option to extend and the Premises are available for subleasing by Subtenant during the Extended Term as provided in Section 38(A) above, then on or before April 30, 2013, Sublandlord shall deliver to Subtenant Sublandlord's estimate of the Fair Market Rental Value of the Premises for the Extended Term. If the Base Rent specified in Sublandlord's notice shall exceed the Base Rent for the initial Term of this Sublease, Subtenant will notify Sublandlord within thirty days after its receipt of Sublandlord's notice as to whether Subtenant agrees with Sublandlord's estimate. If Subtenant disputes Sublandlord's estimate of the Fair Market Rental Value, the parties shall endeavor within thirty (30) days thereafter to agree upon the Fair Market Rental Value of the Premises for the Extended Term. If prior to the end of such thirty (30) day period the parties agree on the Fair Market Rental Value of the Premises for the Extended Term, then they shall promptly execute an amendment to this Sublease stating the Base Rent so agreed upon. If during such thirty (30) day period the parties are unable, for any reason whatsoever, to agree on such Fair Market Rental Value, then within ten (10) business days thereafter the parties shall each appoint a real estate broker who shall be licensed in New Jersey and who specializes in the field of commercial office space leasing in the vicinity of Princeton, New Jersey, has at least ten (10) years of leasing experience and is recognized within the field as being reputable and ethical. Such two individuals shall attempt to determine within ten (10) business days after Landlord’s receipt their appointment a mutually acceptable Fair Market Rental Value of the notice from Tenant exercising Premises for the Extension Option give Tenant Extended Term (to be not less than the minimum specified above). If within ten (10) business days after appointment such individuals cannot agree on such a notice specifying Fair Market Rental Value, then the reasonstwo individuals shall, within five (5) business days after the expiration of such tenth (10th) business day, render separate written reports of their respective determinations and together appoint a similarly qualified individual (who shall be an independent person who shall not have represented either party during the three year period immediately preceding such appointment). The third individual shall within ten (10) business days after his or her appointment make a determination of the Fair Market Rental Value of the Premises for the Extended Term (to be not less than the minimum specified above), utilizing the principles of "baseball" arbitration (i.e., the determination shall be limited to selecting the proposal which is closer to the then current Fair Market Rental Value of the Premises for the Extended Term), which determination shall be final and conclusive. Sublandlord and Subtenant shall each bear the cost of its respective real estate broker and shall share equally the cost of the third real estate broker. Upon determination of the Fair Market Rental Value as provided above, the parties shall promptly execute an amendment to this Sublease stating the Base Rent for the Extended Term so determined. For the purposes of Section 8 of this Sublease, during the Extended Term, if anyapplicable, Landlord is rejecting Tenant’s exercise Subtenant's payments under such Section 8 shall be computed as if the "Base Year for Expenses" (as defined in the Prime Lease) were calendar year 2014. The parties have executed this Sublease as of such Extension Optionthe day and year first above written. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: SVP Finance & CAO COMMENCEMENT DATE AGREEMENT, dated as of the day of , 2010, between CA, INC., a Delaware corporation ("Sublandlord") and EPOCRATES, INC., a corporation ("Subtenant").

Appears in 1 contract

Sources: Sublease (Epocrates Inc)

Extension Option. Section 32.01 (a) Provided that at Subject to the time provisions hereinafter set forth, Landlord hereby grants to Tenant an option to extend the Term of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be on the same terms, conditions and provisions as contained in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewedLease, Tenant shall have the option except as otherwise provided herein, for one period (the "Extension Option”Period") to unconditionally extend after the stated expiration date of the Term, as it relates to all or any portion of which Extension Period shall commence on August 2, 2042 (the Premises that constitutes a contiguous block of two (2"Extension Period Commencement Date") full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing and end on the day after before the Expiration Date and ending on the fifth sixtieth (5th) anniversary or the tenth (10th60th) anniversary of the Expiration DateCommencement Date (being September 14, as the case may 2055)." (A) Said option shall be (the “Extended Term”). Tenant shall exercise the Extension Option exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said option given no not later than the date which is fifteen twenty four (1524) months prior to the Expiration Extension Period Commencement Date, time being of the essence. If Tenant's option is not so exercised, said option shall thereupon expire. (B) Tenant may exercise said option, and an exercise thereof shall be effective, only if (1) at the time of Tenant's exercise of said option and on the Extension Period Commencement Date this Lease is in full force and effect and an Event of Default under Section 14.01(A) or (TIME BEING OF THE ESSENCE B) or other material Event of Default does not exist under this Lease, (2) an Event of Default in payment of principal or interest under the Bonds or other material Event of Default does not exist under the Loan Agreement or Indenture (as such terms are defined on Exhibit A), and (3) Tenant has received and furnished to such dateLandlord a Favorable Opinion of Tax Counsel (as defined on Exhibit A hereto) and once Tenant exercises Tenant's determination of Bond-Financed Property Rent (as defined on Exhibit A hereto). (C) Rent during the Extension Option, Tenant may not thereafter revoke such exercise. If any of Period shall include the conditions following: (i) Base Rent at the rate set forth in clauses Sections 3.01 and 3.02 of the Lease; (iii) through Percentage Rent as provided in Section 3.03 of the Lease; and (iii) above are not fulfilled at the applicable timeBond-Financed Property Rent. (D) If Tenant has validly exercised said option, the Extension Option shall be void and of no further force or effect then within sixty (60) days after request by either party hereto, Landlord and Tenant shall have no further enter into a written amendment to this Lease confirming the terms, conditions and provisions applicable to the Extension OptionPeriod as determined in accordance herewith, with such revisions to the rental provisions of this lease as may be necessary to include the Bond Financed Property Rent. Landlord shall, within ten (10) business days after Landlord’s receipt As the Extension Period does not extend beyond the original Term of the notice from Tenant exercising Lease, no additional act by the Extension Option give Tenant a notice specifying City Council shall be required with respect to any such extension or amendment on the reasonsterms stated herein, if any, Landlord is rejecting Tenant’s exercise of such Extension Optionthe Commissioner having authority to execute or approve the confirmatory amendment and all documents in connection therewith.

Appears in 1 contract

Sources: Credit and Reimbursement Agreement (Centerpoint Properties Trust)

Extension Option. Section 32.01 (a) Provided that at the time Section 3.3 of the exercise Lease, as heretofore amended, is hereby deleted. Tenant shall have an option to extend the Term for an additional period of five (5) years upon all of the Extension Option (herein defined): terms and conditions of this Lease, except that (i) this the Base Rent during the extension Term shall be the greater of (x) the Rent payable during the Lease shall not have been terminatedYear immediately preceding the extension Term, and (y) the fair rental value of the Demised Premises at the date one (1) year prior to the commencement of the extension Term; (ii) Tenant Landlord shall not be have no obligation to do any work in monetary default the Demised Premises or material non-monetary default under this Lease beyond give any applicable notice and cure periodwork allowance; and (iii) there shall be no further option to extend beyond the expiration of such extension Term. (b) Tenant’s option may be exercised only by written notice of exercise given by Tenant is in occupancy of to Landlord at least seventy-five percent one (75%1) year prior to the expiration of the rentable area initial Term. Failure to so exercise within such period shall render any subsequent attempted exercise void and of no effect, any principles of law to the Premises that is being renewed, contrary notwithstanding. Tenant shall have the no right to exercise its option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or and any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall attempted exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void and of no further force effect, if: (i) the named Tenant has assigned this Lease or effect has at any time subleased, in the aggregate, more than 50% of the Demised Premises to any party other than an Affiliate; or (ii) Tenant shall be in default hereunder and such default shall not have been cured at the time of the attempted exercise or, if such default occurs after Tenant’s attempted exercise of the option, at the time of the proposed commencement of the extension Term. (c) In the event that, prior to the date six (6) months before the commencement of the extension Term, the parties have not agreed upon the fair rental value of the Demised Premises pursuant to subparagraph 4(a) herein, such value shall be determined by arbitration in Westport, CT before a single arbitrator as follows: (i) Landlord and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after within which to select one (1) mutually agreeable arbitrator. If Landlord and Tenant fail to agree on one (1) arbitrator within the ten (10) day period, either party may promptly request the American Arbitration Association to appoint an arbitrator for the matter, and said Association’s selection shall be binding upon Landlord and Tenant. Said Association shall appoint as arbitrator an individual with the following qualifications: not less than ten (10) years’ experience in the valuation of commercial rental properties in southern Fairfield County; and has never been a direct or indirect employee or agent of either Landlord or Tenant. (ii) Landlord and Tenant shall each submit to the arbitrator, in writing, a good faith determination of the fair rental value of the Demised Premises. (iii) The arbitrator selected must choose either Landlord’s receipt or Tenant’s good faith determination of the notice from Tenant exercising fair rental value of the Extension Option give Tenant a notice specifying Demised Premises, and the reasons, if any, Landlord is rejecting arbitrator’s choice shall be final and binding upon the parties. In determining the fair rental value of the Demised Premises and which of Landlord’s or Tenant’s exercise determinations to select, the arbitrator shall consider all relevant factors. From the date of such Extension Optionappointment, the arbitrator shall have 30 days within which to render a decision as to the fair rental value of the Demised Premises. The determination of fair rental value by the arbitrator shall be binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall determine the liability of the parties for the costs of the arbitration and may allocate counsel fees, witness fees and other costs between the parties.

Appears in 1 contract

Sources: Lease Agreement (Playtex Products Inc)

Extension Option. Section 32.01 Tenant shall have the right and option, which said option shall not be severed from this Lease or separately assigned, mortgaged or transferred, at its election, to extend the Term for an additional period of five (5) years (the “Extension Period”) commencing upon the expiration of the Term, provided that (a) Provided that at the time Landlord shall receive written notice from Tenant of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of its election at least seventy-five percent twelve (75%12) months prior to the expiration of the rentable area of the Premises that is being renewed, Tenant shall have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (Term but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later sooner than the date which is fifteen (15) months prior to the Expiration Date expiration of the Term, (TIME BEING OF THE ESSENCE as b) no Event of Default shall exist at the time of Landlord’s receipt of such notice and at the expiration of the Term; and (c) the original Tenant named herein or any Affiliate or any transferee pursuant to such date) a Permitted Transfer is occupying the Premises both at the time of giving the applicable notice and once Tenant exercises at the commencement of the Extension OptionPeriod. Notwithstanding the foregoing, in the event that there is a monetary Event of Default by Tenant may not thereafter revoke such exercisefour (4) or more times during the Term (even if subsequently cured by Tenant), then the extension option set forth herein shall automatically terminate and shall be of no further force and effect. If any Landlord shall receive notice of the conditions exercise of the election in the manner and within the time provided aforesaid, the Term shall be extended upon the receipt of the notice without the requirement of any action on the part of Landlord or Tenant, except as may be required in order to determine Basic Rent as hereinafter provided. Except for the amount of Basic Rent (which is to be determined as hereinafter provided), all the terms, covenants, conditions, provisions and agreements contained in this Lease shall be applicable to the Extension Period, except that there shall be no further options to extend the Term nor shall Landlord be obligated to make or pay for any improvements to the Premises nor pay any inducement payments of any kind or nature. Landlord hereby reserves the right, exercisable by Landlord in its sole discretion, to waive (in writing) any condition precedent set forth in clauses (ia), (b) through or (iiic) above are above. Time is of the essence with respect to the exercise of the option contained herein. Tenant shall not fulfilled at have the right to give any notice exercising such option after the expiration of the applicable timetime limitation set forth herein, the Extension Option and any notice given after such time limitation purporting to exercise such option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Optioneffect.

Appears in 1 contract

Sources: Lease Agreement (Spring Bank Pharmaceuticals, Inc.)

Extension Option. Section 32.01 Tenant shall continue to have one (1) option to extend the New Term for one (1) additional period of five (5) years, on the same terms, covenants and conditions as provided for in the Lease, except for the Monthly Base Rent, which shall initially be equal to the “Fair Market Rental Value” for the Premises for the option term as defined and determined in accordance with the provisions of Article 51 of the Lease; provided, however, the Extension Option must be exercised, if at all, by written notice (“Extension Notice”) delivered by Tenant to Landlord no sooner than that date which is twelve (12) months and no later than that date which is nine (9) months prior to the expiration of the New Term. The Extension Option shall, at Landlord’s sole option, not be deemed to be properly exercised if, at the time the Extension Option is exercised or on the scheduled commencement date for the Option Term, Tenant has (a) Provided that at the time committed an uncured event of default whose cure period has expired pursuant to Section 22 of the exercise of the Extension Option Lease (herein defined): (i) this Lease shall not have been terminated; (ii) or if Tenant shall not would be in monetary default but for the passage of time, the giving of notice or material non-monetary default under this both), (b) except for an assignment to an Affiliate, assigned the Lease beyond any applicable notice and cure period; and or its interest therein, or (iiic) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewedexcept for a sublease to an Affiliate, Tenant shall have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to sublet all or any portion of the Premises that constitutes a contiguous block of two (2) full floors starting at the top or bottom New Premises’ total rentable square feet of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date Premises. Provided Tenant has properly and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises timely exercised the Extension Option, Tenant may not thereafter revoke such exercise. If any the New Term of the Lease shall be extended by the Option Term, and all terms, covenants and conditions of the Lease shall remain unmodified and in full force and effect, except that the Monthly Base Rent shall be as set forth in clauses (i) through (iii) above are not fulfilled at the applicable timeabove, the Extension Option and except that there shall be void no remaining Extension Options. Landlord and Tenant hereby acknowledge and agree that, except as provided in this Section 11, any and all provisions of the Lease providing for an extension or renewal of the Term of the Lease, are hereby deleted in their entirety and Tenant has no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of options to extend the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension OptionNew Term.

Appears in 1 contract

Sources: Lease Agreement (Everbridge, Inc.)

Extension Option. Section 32.01 (a) Provided that at the time Upon satisfaction of all of the exercise of the Extension Option (herein defined): (i) terms and conditions set forth in this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewedSubsection 2.4(b), Tenant Borrower shall have the one (1) option (the an “Extension Option”) to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two Loan Term for an additional one (2) full floors starting at the top or bottom of the Premises for either one five (51) year period or one ten (10) year period (but not both), commencing on beyond the day after the Expiration Initial Maturity Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extended Term”). Tenant During the Extended Term and except for any time when the Default Rate or the Adjusted Rate is applicable pursuant to the terms of this Agreement, the Loan (including any amounts added to principal under the Loan Documents) shall bear interest at the Contract Rate. In order to exercise the Extension Option, Borrower must provide Lender with written notice (the “Extension Notice”) of Borrower’s intent to exercise the Extension Option by written notice to Landlord given no later not less than the date which is fifteen thirty (1530) months days prior to the Expiration Initial Maturity Date but no more than ninety (90) days prior to the Initial Maturity Date, TIME BEING OF THE ESSENCE ESSENCE. In consideration thereof, Borrower shall pay Lender the Extension Fee on or prior to the first day of the Extended Term, which Extension Fee shall be earned by Lender as to such date) and once Tenant exercises of the date of the Extension Notice; provided, however, if Borrower does not satisfy the Extension Conditions below, no Extension Fee shall be payable, although Borrower shall remain liable for the payment of the costs set forth in Section 2.4(b)(x). In connection with the exercise by Borrower of the Extension Option, Tenant may not thereafter revoke such exercise. If any Borrower must satisfy each of the following conditions (the “Extension Conditions”): (i) No Event of Default shall exist as of the date of the Extension Notice and on the first day of the Extended Term; (ii) The Loan is not Out of Balance; (iii) [intentionally omitted]; (iv) [intentionally omitted]; (v) The outstanding principal balance of the Loan, together with any accrued and unpaid PIK Interest [***], shall not exceed Seventy Million and No/100 Dollars ($70,000,000.00); provided that Borrower shall have the right to prepay the outstanding principal balance of the Loan and/or pay accrued and unpaid PIK Interest [***] (subject to and in accordance with Section 2.5 below (other than the requirement that Borrower provide at least 30 days’ prior notice)) in order to satisfy the requirement set forth in clauses this clause (iv); (vi) through [intentionally omitted]; (iiivii) above are not fulfilled at [intentionally omitted]; (viii) Borrower has entered into an Interest Rate Cap Agreement satisfying the applicable timeterms of Section 8.17 (or extended the term of the Interest Rate Cap Agreement in place so that it is coterminous with the remaining Loan Term), the Extension Option which Interest Rate Cap Agreement shall be void issued by an Issuer satisfying the Rate Cap Rating Criteria and of no further force or effect otherwise reasonably satisfactory to Lender; (ix) Borrower has deposited into the Carry Cost Reserve Account the amount estimated by Lender in its commercially reasonable discretion to be required to pay Carry Costs during the Extended Term (taking into account any amounts then on deposit in the Carry Cost Reserve Account and Tenant any unfunded Loan Advances allocated to pay Carry Costs); and (x) Borrower shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt of the notice from Tenant pay all reasonable out-of-pocket costs and expenses incurred by Lender in connection with Borrower exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Optionits rights under this Section 2.4(b).

Appears in 1 contract

Sources: Master Loan Agreement (Trinity Place Holdings Inc.)

Extension Option. 2.3.1 Tenant shall have the option to extend the Term for one (1) additional period of five (5) years (the “Extension Term”) commencing upon the expiration of the original Term referred to in Section 32.01 2.2 (athe “Original Term”), provided that Tenant shall give Landlord written notice of ▇▇▇▇▇▇’s irrevocable exercise of such option at least nine (9) Provided months prior to the expiration of the Original Term, as the same may have been extended to date, and provided further that at both the time of the giving such notice and at the time of the exercise commencement of the Extension Option Term: (herein defined): a) the Lease is in full force and effect, (i) this Lease shall not have been terminated; (iib) Tenant shall is not be in monetary default or material non-monetary default under this Lease default, beyond any applicable notice and cure period; periods, in the performance or observance of any of the terms and provisions of this Lease on the part of the Tenant to be performed or observed, (c) Tenant has neither assigned the Lease nor sublet all or a portion of the Premises (other than as part of a Permitted Transfer (as such term is hereinafter defined)), and (iiid) Tenant is in occupancy of at least seventy-five percent occupying the entire Premises (75%) of the rentable area of the Premises that is being renewed, Tenant shall have the option (the “Extension Option”) to unconditionally extend the Term, as it relates to all or other than any portion of the Premises occupied by a subtenant or assignee pursuant to a Permitted Transfer). Prior to the exercise by Tenant of such option, the expression “Term” shall mean the Original Term, and after the exercise by Tenant of such option, the expression “Term” shall mean the Original Term as it has been extended by the Extension Term. All the terms, covenants, conditions, provisions and agreements in the Lease contained shall be applicable to the Extension Term, except that constitutes a contiguous block of two (2i) full floors starting at the top Landlord shall not be obligated to undertake any Landlord Work or bottom of leasehold improvements or otherwise prepare the Premises for either one five Tenant or provide any tenant allowance to Tenant, (5ii) year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, Annual Base Rent shall be as the case may be (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than the date which is fifteen (15) months prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any of the conditions set forth in clauses (i) through below, and (iii) above are not fulfilled at in no event shall Tenant have the applicable time, right to extend the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten Term for more than one (10) business days after Landlord’s receipt of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasons, if any, Landlord is rejecting Tenant’s exercise of such Extension Option.1)

Appears in 1 contract

Sources: Lease Agreement (Cambridge Heart Inc)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, Tenant Borrower shall have the option (the “Extension Option”) right, at its option, to unconditionally extend the Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of Term for two (2) full floors starting periods of twelve (12) months each (the date to which the Term is extended pursuant to each exercised option being the “Extended Maturity Date”) by giving notice of each such extension to Lender at least thirty (30) days, and not more than ninety (90) days, prior to the originally scheduled Stated Maturity Date, in the case of the first extension option, and prior to the first Extended Maturity Date in the case of the second extension option. Upon receipt of such request to extend the Term (individually and collectively as the context may require, the “Extension Term”), Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of the following conditions: (a) no Event of Default exists, is pending or has been threatened at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing time such request is made and on the day after the Expiration originally scheduled Stated Maturity Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration first Extended Maturity Date, as the case may be be; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above and remaking, as of the date of the exercise of the applicable extension option and the date of the commencement of the applicable Extension Term, each of the representations and warranties in Article 4 below; (c) Borrower pays to Lender (i) for the first extension option so exercised by Borrower concurrently with the request to so extend the Term, an extension fee in an amount equal to 0.25% of the outstanding Principal balance of the Loan; and (ii) for the second extension option so exercised by Borrower concurrently with the request to so extend the Term, an extension fee in an amount equal to 0.50% of the outstanding Principal balance of the Loan; (d) as of the date of Borrower’s notice exercising its option to extend for the Extension Term and on the commencement of the applicable Extension Term, no material adverse change shall have occurred with respect to market conditions or to the condition, financial or otherwise, business operations, assets, liabilities or prospects of the Properties, collectively, Borrower or Guarantor (a Extended TermMaterial Adverse Change”). Tenant , as determined by Lender in its reasonable discretion; (e) as of the date of Borrower’s notice exercising its option to extend for the applicable Extension Term and on the originally scheduled Stated Maturity Date, the Debt Yield is at least 9.00%; provided that Borrower may, at its option, prepay the Principal in an amount necessary to achieve the Debt Yield required hereunder, subject to the payment of any applicable Exit Fee which may be required in accordance with the terms and conditions of Section 2.4.3 of this Agreement; (f) as of the date of Borrower’s notice exercising its option to extend for the applicable Extension Term and on the originally scheduled Stated Maturity Date, the Debt Service Coverage Ratio, based upon a debt service constant (for a loan amortizing at the rate for the applicable Extension Term), shall be equal to at least 1.25:1.00; provided that Borrower may, at its option, prepay the Principal in an amount necessary to achieve the Debt Service Coverage Ratio required hereunder, subject to the payment of any applicable Exit Fee which may be required in accordance with the terms and conditions of Section 2.4.3 of this Agreement; (g) as of the date of Borrower’s notice exercising its option to extend for the applicable Extension Term and on the originally scheduled Stated Maturity Date, the Loan-to-Value Ratio shall not exceed seventy-five percent (75.0%); provided that Borrower may, at its option, prepay the Principal in an amount necessary to achieve the Loan-to-Value Ratio required hereunder, subject to the payment of any applicable Exit Fee which may be required in accordance with the terms and conditions of Section 2.4.3 of this Agreement; (h) Borrower shall execute or cause the execution of all documents reasonably required by Lender to effect the exercise of the option to extend for the Extension Option Term and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by written notice Lender; (i) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the option to Landlord given no later than extend for the date which is fifteen Extension Term; (15j) months on or prior to the Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises originally scheduled Stated Maturity Date, in the Extension Option, Tenant may not thereafter revoke such exercise. If any case of the conditions first extension option, and on or prior to the first Extended Maturity Date, in the case of the second extension option, Borrower extends the term of the Interest Rate Cap Agreement to a date not earlier than the applicable Extended Maturity Date, and which extension or new agreement is on the same terms set forth in clauses Section 2.7.1 and has the effect of capping LIBOR at a percentage per annum on a notational principal amount not less than the maximum principal amount of the Loan, which percentage would result in a minimum Debt Service Coverage Ratio of 1.10:1 (i) through (iii) above are not fulfilled based on Debt Service at the applicable timeLIBOR Cap and Underwritten Net Cash Flow); and (k) Borrower shall have executed and delivered to Lender such other certificates, documents or instruments as Lender may reasonably require, and shall have provided to Lender such other information or materials reasonably required by Lender (or, if applicable, any Rating Agency), in each case, in connection with the exercise of the option to extend the Loan for the Extension Option shall be void and Term. If Borrower is unable to satisfy all of no further force or effect and Tenant the foregoing conditions within the applicable time frames for each, Lender shall have no further Extension Option. Landlord shallobligation to extend the Stated Maturity Date hereunder, within ten (10) business days after Landlord’s receipt and Lender shall refund to Borrower the amount of the notice from Tenant exercising the Extension Option give Tenant a notice specifying the reasonsextension fee actually paid by Borrower to Lender, if any, Landlord is rejecting Tenantpursuant to clause (c) of this Section 2.9, less Lender’s exercise reasonable out-of-pocket costs and expenses due pursuant to clause (i) of such Extension Optionthis Section 2.9.

Appears in 1 contract

Sources: Loan Agreement (Broad Street Realty, Inc.)

Extension Option. Section 32.01 (a) Provided 3.2.1 Tenant acknowledges and agrees that at the time Tenant shall have one remaining option to extend either, or both, of the exercise Expiration Date and Fourth Expansion Space Expiration Date for one (1) additional Option Term of the Extension Option (herein defined): (i) this Lease shall not have been terminated; five (5) years with respect to the Premises (excluding the Fourth Expansion Space), and (ii) Tenant shall not be four (4) years and six (6) months with respect to the Fourth Expansion Space, in monetary default or material non-monetary default under this Lease beyond any applicable notice each case pursuant to, and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) accordance with, Article 22 of the rentable area Original Lease. Notwithstanding any provision of the Premises that is being renewedCurrent Lease to the contrary, Tenant may elect to exercise Tenant’s remaining Option Term with respect to the entire Premises, or either (i) the Premises (excepting only the Fourth Expansion Space) or (ii) the Fourth Expansion Space, by delivering notice to Landlord of such election not earlier than January 31, 2025 and not later than April 30, 2025. Tenant’s failure to identify in Tenant’s Extension Notice whether ▇▇▇▇▇▇ has elected to exercise Tenant’s remaining Option Term with respect to the entire Premises, the Premises (excepting only the Fourth Expansion Space) or the Fourth Expansion Space, shall have be considered ▇▇▇▇▇▇’s election to exercise ▇▇▇▇▇▇’s remaining Option Term with respect to the entire Premises. Notwithstanding anything contained in the Current Lease to the contrary, if Tenant timely and properly exercises the extension option for the remaining Option Term pursuant to Article 22 of the Original Lease with respect to the entire Premises or either (i) the “Extension Option”Premises (excepting only the Fourth Expansion Space) or (ii) the Fourth Expansion Space, then the term of the Lease with respect to unconditionally extend the Term, as it relates to all or any applicable portion of the Premises shall be extended and shall expire on April 30, 2031. 3.2.2 In the event that constitutes a contiguous block Tenant elects to extend the Term of two the Lease with respect to the Premises (2excluding the Fourth Expansion Space) full floors starting at or the top Fourth Expansion Space, but not the entire Premises, then (i) effective as of the Expiration Date or bottom Fourth Expansion Space Expiration Date, as applicable, solely with respect to the portion of the Premises for either one five which ▇▇▇▇▇▇ has not elected to extend the Term (5) year period or one ten (10) year period (but not boththe “Surrender Premises”), commencing on the day after Term of the Lease shall end and expire, and all of Tenant’s right, title and interest in and to the Surrender Premises shall terminate and be extinguished, with the same force and effect as if the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Fourth Expansion Space Expiration Date, as applicable, had originally been specified in the case may be (Current Lease as the “Extended TermExpiration Date). , (ii) effective as of the Expiration Date or Fourth Expansion Space Expiration Date, as applicable, Landlord and Tenant shall exercise each be released from any and all obligations thereafter arising or accruing under the Extension Option by written notice Lease with respect to the Surrender Premises except for any provisions under the Lease which expressly survive expiration and any liability arising out of or related to Landlord given no or Tenant’s failure to perform any of its obligations accruing or arising under the Lease on or before such expiration; (iii) by not later than the date which is fifteen Expiration Date or Fourth Expansion Space Expiration Date, as applicable, Tenant shall yield-up and surrender the Surrender Premises in accordance with the terms and conditions of the Lease, including, without limitation, Article 15 of the Lease, (15iv) months prior to effective as of the Expiration Date or Fourth Expansion Space Expiration Date, as applicable, Tenant’s Pro Rata Share and, subject to Section 4.1 below, Tenant’s parking rights under the Lease shall each be reduced to reflect the expiration of the Term with respect to the Surrender Premises, and (TIME BEING OF THE ESSENCE v) within forty-five (45) days following the Expiration Date or Fourth Expansion Space Expiration Date, as to such dateapplicable, the Letter of Credit (and any and all amendments thereto) and once Tenant exercises any cash security deposit being held by Landlord under the Extension OptionLease with respect to the Surrender Premises (i.e., Tenant may not thereafter revoke such exercise. If any the Current Lease Letter of Credit (less the amount of the conditions set forth Fourth Expansion Premises Letter of Credit), in clauses the event the Lease terminates with respect to the Premises (iexcluding the Fourth Expansion Space), or the Fourth Expansion Premises Letter of Credit, in the event the Lease terminates with respect to the Four Expansion Space) through (iii) above are not fulfilled at the applicable time, the Extension Option shall be void returned to Tenant, to the extent not applied pursuant to the terms and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall, within ten (10) business days after Landlord’s receipt conditions of the notice from Lease, which shall be accomplished by Tenant exercising through the Extension Option give Tenant a notice specifying amendment of the reasons, if any, Landlord is rejecting Tenant’s exercise Current Lease Letter of Credit to reflect such Extension Optionreduced amount.

Appears in 1 contract

Sources: Lease (Mural Oncology PLC)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, A. Tenant shall have the option (the “Extension Option”"EXTENSION OPTION") to unconditionally extend the Term, as it relates to all or any portion term of this lease for a term (the Premises that constitutes a contiguous block "EXTENSION TERM") of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing years to commence on the day after (the "EXTENSION TERM COMMENCEMENT DATE") next succeeding the Expiration Date and ending to expire on the day (the "EXTENSION TERM EXPIRATION DATE") which is the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may which Extension Option shall be exercised only by Tenant giving to Landlord notice thereof (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than "EXTENSION EXERCISE NOTICE") on or before the date (the "EXTENSION EXERCISE NOTICE DATE") which is fifteen twelve (1512) months prior to the Expiration Date, TIME BEING OF THE ESSENCE. B. Notwithstanding anything contained in this lease to the contrary, Tenant shall not have the Extension Option if on the date Tenant gives to Landlord the Extension Exercise Notice, (i) this lease is not in full force and effect, or (ii) there had been prior thereto a default of any of the terms, covenants or conditions of this lease on Tenant's part to observe, perform or comply with and a failure to cure such default after the giving of any required notice and the expiration of any applicable cure period or (iii) if prior thereto Tenant had been late in making any payment due to Landlord from Tenant under this lease for ten (10) or more days more than two (2) times per each preceding twelve (12) month period (or portion thereof) (after the giving of any required notice and after the expiration of any applicable cure period) of the term of this lease. C. In addition to the provisions of Section A above, and notwithstanding anything contained in this lease to the contrary, the Extension Option shall be deemed revoked, null and void, and of no further force or effect, and the Extension Exercise Notice (or purported Extension Exercise Notice) given in connection with Tenant's attempt to exercise the Extension Option shall be ineffective and void ab initio as an Extension Exercise Notice, (i) if Tenant fails to give the Extension Exercise Notice to Landlord on or before the Extension Exercise Notice Date (TIME BEING OF THE ESSENCE as ESSENCE) in the manner hereinbefore provided, or (ii) if at the time of the giving of the Extension Exercise Notice, this lease is not in full force and effect, Tenant is in default of any of the terms, covenants or conditions of this lease on Tenant's part to such dateobserve, perform or comply with (after the giving of any required notice and after the expiration of any applicable cure period), or there exists any of the events described in Article 16 of this lease, or (iii) if prior to the Extension Term Commencement Date Tenant has been late in making any payment due to Landlord from Tenant under this lease for ten (10) or more days more than two (2) times during the preceding twelve (12) month period (or portion thereof) (after the giving of any required notice and once after the expiration of any applicable cure period) of the term of this lease. Notwithstanding anything contained in this lease which may be deemed to the contrary, if Tenant exercises the Extension Option, Tenant may but prior to the Extension Term Commencement Date, this lease or the term hereof has ended, expired or is not thereafter revoke such exercise. If otherwise in full force and effect as a result of any of the conditions set forth events described in clauses (i) through (iii) above are not fulfilled at Article 16 of this lease, then, solely for the applicable timepurposes of calculating the damages to which Landlord is entitled under Article 18 of this lease, the Extension Option term of this lease shall be void and of no further force or effect and Tenant shall deemed to have no further Extension Option. Landlord shall, within ten been extended by the first twelve (1012) business days after Landlord’s receipt months of the notice from Tenant exercising Extension Term, and the annual Extension Rent (as hereinafter defined) for the Extension Option give Tenant a notice specifying Term shall be deemed to be the reasonsfixed rent in effect on the last day of the initial term of this lease, without taking into account any abatements thereof under Section 1.08 hereof or otherwise. D. The Extension Term, if any, shall be upon, and subject to, all of the terms, covenants and conditions provided in this lease for the initial term hereof (including, without limitation, subsection 39A(c) and 39F(c)), except that: (a) any terms, covenants, or conditions hereof that are expressly or by their nature inapplicable to the Extension Term (including, without limitation, Articles 41, 59 and 60 hereof) shall not apply during the Extension Term; and (b) the annual fixed rent payable by Tenant during the Extension Term (hereinafter referred to as the "EXTENSION RENT") shall, subject to adjustment as otherwise in this lease provided, be an amount equal to the greater of (i) the Extension Minimum Rent (as defined in Section G below), and (ii) the fair market rental value of the demised premises, to be determined as provided in Sections E and F hereof and to be calculated as of the Extension Term Commencement Date on the basis of a new letting of the demised premises for the Extension Term for a term of five (5) years (but taking into account the fact that the Base Tax Rate and the Base Year are not changed, that no tenant improvement allowances are being given and such other factors as Landlord and Tenant deem relevant). The amount which equals the fair market rental value of the demised premises for the Extension Term is herein referred to as the "FMV AMOUNT." E. The initial determination of the FMV Amount shall be made by Landlord. Landlord shall give notice (a "RENT NOTICE") to Tenant of the proposed FMV Amount on or before the date which is six (6) months prior to the Extension Term Commencement Date. The FMV Amount so determined by Landlord shall be deemed conclusive and binding upon Tenant unless on or before the date (the "DETERMINATION DATE") which is ninety (90) days after Landlord gives to Tenant the Rent Notice (a) Tenant gives to Landlord notice (the "DISPUTE NOTICE") that Tenant disputes the FMV Amount so determined by Landlord, or (b) Landlord and Tenant agree in writing (which agreement (an "FMV AGREEMENT") shall be duly executed and delivered by Landlord and Tenant) upon the fixed rent for the Extension Term. If Landlord and Tenant fail to so agree upon the fixed rent for the Extension Term, the FMV Amount for the Extension Term shall be determined by arbitration pursuant to Section F below. F. If Tenant gives to Landlord a Dispute Notice in respect of the FMV Amount so determined by Landlord as provided in Section E above, and Landlord and Tenant fail to execute and deliver an FMV Agreement on or before the Determination Date, then the FMV Amount for the Extension Term shall be determined by arbitration as follows: (a) Landlord and Tenant shall each appoint an arbitrator by written notice given to the other party hereto not later than thirty (30) days after the Determination Date. If either Landlord or Tenant fail to appoint an arbitrator within such period of time and thereafter fail to do so by written notice given within a period of five (5) days after notice by the other party requesting the appointment of such arbitrator, then such arbitrator shall be appointed by the AAA or its successor (the branch office of which is located in or closest to the City and State of New York), upon request of either Landlord or Tenant, as the case may be; (b) the two (2) arbitrators appointed as above provided shall designate a third independent arbitrator (the "INDEPENDENT ARBITRATOR"). Upon the failure of the two to agree upon the Independent Arbitrator, the Independent Arbitrator shall be appointed as provided in clause (a) above. Concurrently with the appointment of the Independent Arbitrator, each of the initial two arbitrators shall submit to the Independent Arbitrator, with copies to Landlord and Tenant, it's estimate of the FMV Amount. If the FMV Amount set forth in the submissions by Landlord's arbitrator and Tenant's arbitrator shall differ by less than $1.00 per rentable square foot for each year of the renewal term, then the FMV Amount shall be the average of the FMV Amounts set forth in Landlord's arbitrator's submission and Tenant's arbitrator's submission. If the FMV Amount set forth in Landlord's arbitrator's submission and Tenant's arbitrator's submission shall differ by more than $0.99 per rentable square foot for each year of the renewal term, averaged over the number of floors in the demised premises, the Independent Arbitrator shall conduct such investigations and hearings as he may deem appropriate and shall, within thirty (30) days after the date of his designation, choose either the FMV Amount set forth in Landlord's arbitrator's submission or the FMV Amount set forth in Tenant's arbitrator's submission as the Extension Rent. The Independent Arbitrator's choice shall be binding upon Landlord and Tenant. Landlord and Tenant shall each pay the fees and expenses of its own arbitrator. The fees and expenses of the Independent Arbitrator shall be shared equally and paid by Tenant and Landlord. (c) all of such arbitrators shall be M.A.I. or S.R.P.A. real estate appraisers having not less than ten (l0) years experience in appraising the value of leasehold interests in real estate similar to the Building located within the City of New York and whose appraisals are acceptable to savings banks or life insurance companies doing business in the State of New York. G. If Tenant gives to Landlord a Dispute Notice in respect of the FMV Amount so determined by Landlord as provided in Section E, and the fixed rent for the Extension Term shall not be finally determined pursuant to the terms of Section E or F hereof on or before the Extension Term Commencement Date, then: (a) The annual fixed rent payable by Tenant during the Extension Term until the fixed rent for the Extension Term shall be so finally determined shall, subject to adjustment as herein provided, be equal to the fixed rent at the end of the initial term, plus the annual Tax Payment and the Operating Expense Payment payable by Tenant as of the Extension Term Commencement Date (collectively, the "EXTENSION MINIMUM RENT"); and (b) If the fixed rent for the Extension Term, as finally determined pursuant to the terms of Section F hereof, shall be greater than the Extension Minimum Rent, then (i) the annual fixed rent payable by Tenant for the balance of the Extension Term shall be and become the fixed rent as so finally determined, and (ii) Tenant shall, within twenty (20) days after Landlord's demand therefor, pay to Landlord an amount equal to the difference between (x) the sum of the actual fixed rent payments paid to Landlord during the Extension Term before such final determination and (y) the sum of the fixed rent payments that would have been payable by Tenant if the fixed rent for the Extension Term had been finally determined prior to Extension Term Commencement Date. H. If, in accordance with and subject to, all of the terms, covenants and conditions contained in this Article, the term of this lease is extended for the Extension Term, then "EXPIRATION DATE," as such term is used in this lease, shall mean the "EXTENSION TERM EXPIRATION DATE," and "TERM OF THIS LEASE" (and comparable words), shall mean the initial term of this lease, as extended by the Extension Term. Notwithstanding anything which may be contained in this lease to the contrary, Landlord shall have no obligation or duty, nor shall Landlord be required, to make any repairs, installations, alterations or improvements to the demised premises or any portion thereof (including, without limitation, painting, finishing, plastering or decorating), with respect to the Extension Term, provided, however, that nothing contained in this sentence shall affect Landlord's obligations to perform the repairs that Landlord is rejecting Tenant’s exercise expressly required to make under this lease. Except as expressly set forth in this Article, Tenant shall not have any option or right to extend or renew the term of such Extension Optionthis lease.

Appears in 1 contract

Sources: Office Lease (Thestreet Com)

Extension Option. Section 32.01 (a) Provided that at the time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (iii) Tenant is in occupancy of at least seventy-five percent (75%) of the rentable area of the Premises that is being renewed, 40.01 Tenant shall have the option (the “Extension Option”"EXTENSION OPTION") to unconditionally extend the Term, as it relates to all or any portion term of this lease for a term (the Premises that constitutes a contiguous block "EXTENSION TERM") of two (2) full floors starting at the top or bottom of the Premises for either one five (5) year period or one ten (10) year period (but not both), commencing years to commence on the day after date (the "EXTENSION TERM COMMENCEMENT DATE") next succeeding the Expiration Date and ending to expire on the date (the "EXTENSION TERM EXPIRATION DATE") which is the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may which Extension Option shall be exercised only by Tenant giving to Landlord notice thereof (the “Extended Term”). Tenant shall exercise the Extension Option by written notice to Landlord given no later than "EXTENSION EXERCISE NOTICE") on or before the date (the "EXTENSION EXERCISE NOTICE DATE") which is fifteen eighteen (1518) months prior to the Expiration Date, TIME BEING OF THE ESSENCE. 40.02 Notwithstanding anything contained in this lease to the contrary, Tenant shall not have the Extension Option if on the date Tenant gives to Landlord the Extension Exercise Notice, (a) this lease is not in full force and effect, or (b) an Event of Default exists. 40.03 In addition to the provisions of Section 40.02 above, and notwithstanding anything contained in this lease to the contrary, the Extension Option shall be deemed revoked, null and void, and of no further force or effect, and the Extension Exercise Notice (or purported Extension Exercise Notice) given in connection with Tenant's attempt to exercise the Extension Option shall be ineffective and void AB INITIO as an Extension Exercise Notice, (a) if Tenant fails to give the Extension Exercise Notice to Landlord on or before the Extension Exercise Notice Date (TIME BEING OF THE ESSENCE as ESSENCE) in the manner hereinbefore provided, or (b) if at the time of the giving of the Extension Exercise Notice, this lease is not in full force and effect, or there exists an Event of Default, or (c) if the guarantors under any guaranty in respect of this lease or the demised premises fail to duly execute, acknowledge and deliver to Landlord within ten (10) days after Landlord's request therefor, an amendment to such dateguaranty, prepared by Landlord, which covers the Extension Term, or (d) if prior to the Extension Term 108 Commencement Date, this lease or the term hereof has ended, expired or is not otherwise in full force and once effect, or an Event of Default occurs. Notwithstanding anything contained in this lease which may be deemed to the contrary, if Tenant exercises the Extension Option, but prior to the Extension Term Commencement Date, this lease or the term hereof has ended, expired or is not otherwise in full force and effect as a result of any Event of Default, then, solely for the purposes of calculating the damages to which Landlord is entitled under Articles 25, 26 and 27 of this lease, the term of this lease shall be deemed to have been extended by the Extension Term, and the annual Extension Rent (as hereinafter defined) for the Extension Term shall be deemed to be the fixed rent in effect on the last day of the initial term of this lease, without taking into account any abatements thereof under Article 9 hereof or otherwise. 40.04 The Extension Term, if any, shall be upon, and subject to, all of the terms, covenants and conditions provided in this lease for the initial term hereof (including, without limitation, subsections 5.01(b) and 5.07(c)), except that: (a) any terms, covenants, or conditions hereof that are expressly or by their nature inapplicable to the Extension Term (including, without limitation, Articles 4, 39, this 40 and Exhibit G hereof) shall not apply during the Extension Term; and (b) the annual fixed rent payable by Tenant may during the Extension Term (hereinafter referred to as the "EXTENSION RENT") shall, subject to adjustment as otherwise in this lease provided, be an amount equal to ninety-five (95%) percent of the fair market rental value of the Demised Premises, to be determined as provided in Sections 40.05 and 40.06 hereof and to be calculated as of the Extension Term Commencement Date on the basis of a new letting of the Demised Premises for the Extension Term for a term of five (5) years (but taking into account the fact that the Base Tax Year and the Base Operational Year are not thereafter revoke such exercisechanged and taking into account the testimony and documentary evidence, and the facts and data, referred to in subsection 40.06(d) below). The amount which equal the fair market rental value of the Demised Premises for the Extension Term is herein referred to as the "FMV AMOUNT." 40.05 The initial determination of the FMV Amount shall be made by Landlord. Landlord shall give notice (a "RENT Notice") to Tenant of the proposed FMV Amount on or before the date which is three (3)) months prior to the Extension Term Commencement Date. The FMV Amount so determined by Landlord shall be deemed conclusive and binding upon Tenant unless on or before the date (the "DETERMINATION DATE") which is forty-five (45) days after Landlord gives to Tenant the Rent Notice (a) Tenant gives to Landlord notice (the "DISPUTE NOTICE") that Tenant disputes the FMV Amount so determined by Landlord, or (b) Landlord and Tenant agree in writing (which agreement (an "FMV AGREEMENT") shall be duly executed and delivered by Landlord and Tenant) upon the fixed rent for the Extension Term. If Tenant sends to Landlord a Dispute Notice within the time and in the manner hereinbefore provided, and if Landlord and Tenant fail to so agree upon the fixed rent for the Extension Term, the FMV Amount for the Extension Term shall be determined by arbitration pursuant to Section 40.06 below. 40.06 If Tenant gives to Landlord a Dispute Notice in respect of the FMV Amount so determined by Landlord as provided in Section 40.05 above, and Landlord and Tenant fail to execute and deliver an FMV Agreement on or before the Determination Date, then the FMV Amount for the Extension Term shall be determined by arbitration as follows: (a) Landlord and Tenant shall each appoint an arbitrator by written notice given to the other party hereto not later than thirty (30) days after the Determination Date, which arbitrators may then be regularly employed or engaged by Landlord and Tenant. If either Landlord or Tenant fail to appoint an arbitrator within such period of time and thereafter fail to do so by written notice given within a period of five (5) days after notice by the other party requesting the appointment of such arbitrator, then such arbitrator shall be appointed by the American Arbitration Association or its successor (the branch office of which is located in or closest to the City and State of New York), upon request of either Landlord or Tenant, as the case may be; (b) the two (2) arbitrators appointed as above provided shall attempt to reach an agreement as to the FMV Amount, and in the event that they are unable to do so within thirty (30) days after their joint appointment, then they shall appoint a third (3rd) arbitrator by written notice given to both Landlord and Tenant, and, if they fail to do so by written notice given within sixty (60) days after their appointment, such third (3rd) arbitrator shall be appointed as above provided for the appointment of an arbitrator in the event either party fails to do so. Such third (3rd) arbitrator shall not then be regularly employed or engaged by either Landlord or Tenant or any of their respective affiliates; (c) all of such arbitrators shall be New York State licensed real estate brokers having not less than ten (l0) years experience in representing owners or tenants in commercial leasing transactions in respect of first-class office buildings in midtown Manhattan; and (d) the arbitrators, selected as aforesaid, forthwith shall convene and render their decision in accordance with the then applicable rules of the American Arbitration Association or its successor, which decision shall be strictly limited to a determination of the FMV Amount (as defined in Section 40.04 above), within thirty (30) days after the appointment of the second (2nd) arbitrator or the third (3rd) arbitrator, as the case may be. The decision of such arbitrators shall be in writing. If the first two (2) arbitrators appointed as above provided reach an agreement as to the FMV Amount, said agreement shall be the decision of the arbitrators. If a third (3rd) arbitrator is appointed as above provided, then such third (3rd) arbitrator's decision shall be limited to selecting the determination of the FMV Amount made by either the first (1st) arbitrator or the second (2nd) arbitrator. Insofar as the same is in compliance with the provisions and conditions set forth of this Article, the decision of the arbitrators shall be binding upon Landlord and Tenant. Duplicate original counterparts of such decision shall be sent forthwith by the arbitrators by certified mail, return receipt requested, to both Landlord and Tenant. The arbitrators, in clauses arriving at their decision (including the third (3rd) arbitrator, notwithstanding the fact that the third (3rd) aribtrator's decision is limited as hereinbefore provided), shall be entitled to consider all testimony and documentary evidence that may be presented at any hearing, as well as facts and data which the arbitrators may discover by 110 investigation and inquiry outside such hearings. If, for any reason whatsoever, a written decision of the arbitrators shall not be rendered within thirty (30) days after the appointment of the third (3rd) arbitrator, then, at any time thereafter before such decision shall have been rendered, either party may apply to the Supreme Court of the State of New York or to any other court having jurisdiction and exercising the functions similar to those now exercised by such court, by action, proceeding or otherwise (but not by a new arbitration proceeding) as may be proper, to determine the question in dispute consistently with the provisions of this lease. The cost and expense of such arbitration, action, proceeding, or otherwise shall be borne equally by Landlord and Tenant, but Landlord and Tenant shall each pay their own attorneys' fees and disbursements and witnesses fees. 40.07 If Tenant gives to Landlord a Dispute Notice in respect of the FMV Amount so determined by Landlord as provided in Section 40.05, and the fixed rent for the Extension Term shall not be finally determined pursuant to the terms of Section 40.05 or 40.06 hereof on or before the Extension Term Commencement Date, then: (a) The annual fixed rent payable by Tenant during the Extension Term until the fixed rent for the Extension Term shall be so finally determined shall, subject to adjustment as herein provided, be equal to the annual fixed rent, Tax Payment and Operating Expense Payment in effect on the last day of the initial term of this lease, without taking into effect any abatement, offset or reduction (collectively, the "EXTENSION MINIMUM RENT"); and (b) If the fixed rent for the Extension Term, as finally determined pursuant to the terms of Section 40.06 hereof, shall be greater or less than the Extension Minimum Rent, then (i) through (iii) above are not fulfilled at the applicable time, annual fixed rent payable by Tenant for the balance of the Extension Option Term shall be void and become the fixed rent as so finally determined, and (ii) if the fixed rent for the Extension Term, as so determined, shall be greater than the Extension Minimum Rent, Tenant shall, within twenty (20) days after Landlord's demand therefor, pay to Landlord an amount equal to the difference between (x) the sum of no further force the actual fixed rent payments paid to Landlord during the Extension Term before such final determination and (y) the sum of the fixed rent payments that would have been payable by Tenant if the fixed rent for the Extension Term had been finally determined prior to the Extension Term Commencement Date; or effect and Tenant if the fixed rent for the Extension Term, as so determined, shall have no further be less than the Extension Option. Minimum Rent, Landlord shall, within ten twenty (1020) days after Tenant's demand therefor pay to Tenant an amount equal to the difference between the sum of the amount described in clause (x) above and the sum of the amount described in clause (y) above. If Landlord does not pay such difference within such twenty (20) day period and such failure continues for more than three (3) business days after Landlord’s receipt of the notice from Tenant exercising that same is overdue, then such difference shall be deducted from the next installment(s) of fixed rent and additional rent payable hereunder. 40.08 If, in accordance with and subject to, all of the terms, covenants and conditions contained in this Article, the term of this lease is extended for the Extension Option give Tenant a notice specifying Term, then "EXPIRATION DATE," as such term is used in this lease, shall mean the reasons"EXTENSION TERM EXPIRATION DATE," and "TERM OF THIS LEASE" (and comparable words), if anyshall mean the initial term of this lease, as extended by the Extension Term. Notwithstanding anything which may be 111 contained in this lease to the contrary, Landlord shall have no obligation or duty, nor shall Landlord be required, to make any repairs, installations, alterations or improvements to the Demised Premises or any portion thereof (including, without limitation, painting, finishing, plastering or decorating), with respect to the Extension Term, provided, however, that nothing contained in this sentence shall affect Landlord's obligations to perform the repairs that Landlord is rejecting Tenant’s exercise expressly required to make under this lease. Except as expressly set forth in this Article, Tenant shall not have any option or right to extend or renew the term of such Extension Optionthis lease.

Appears in 1 contract

Sources: Lease Agreement (About Com Inc)