Common use of Landlord’s Right to Recapture Clause in Contracts

Landlord’s Right to Recapture. If Tenant desires to assign all or part of this Lease or to sublease all or any portion of the Premises, Tenant will first submit to Landlord the documents described in Section 9.3, below, and will offer in writing, (a) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of money or other consideration for such assignment, or (b) with respect to a prospective sublease, to sublease to Landlord the portion of the Premises involved (“Leaseback Area”) for the term specified by Tenant in its offer and at the lower of (i) Tenant’s proposed sub-rental or (i) the rate of Monthly Rent and Additional Rent then in effect according to this Lease, and on the same terms, covenants and conditions contained under Lease and applicable to the Leaseback Area. The offer will specify the date when the Leaseback Area will be made available to Landlord. That date will not be earlier than thirty (30) days nor later than one hundred eighty (180) days after the date of Landlord’s acceptance of the offer. If an offer of sublease is made, it will also specify the term of the proposed sublease except that if the proposed sublease will result in all or substantially all of the Premises being subleased, then Landlord will have the option to extend the term of the proposed sublease for the balance of the Term of this Lease less one (1) day. Landlord will have thirty (30) days from the receipt of the offer either to accept or reject it. If Landlord accepts the offer, Tenant will then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord’s counsel. If such a sublease is made to Landlord or its designee, such sublease will expressly: (a) permit Landlord to make further subleases of all or any part of the Leaseback Area and to make and authorize any and all changes, alterations, installations and improvements in such space as Landlord deems necessary for such subletting, at Landlord’s expense; (b) provide that Tenant will permit reasonably appropriate means of ingress to and egress from the Leaseback Area at all times; (c) negate any intention that the estate created under such sublease be merged with any other estate held by Landlord or Tenant; (d) provide that Landlord will accept the Leaseback Area “as is” except that Landlord, at Tenant’s expense, will perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy; and (e) provide that at the expiration of the term of such sublease, Tenant will accept the Leaseback Area as may be reasonably necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. Performance by Landlord, or its designee, under a sublease of the Leaseback Area will be deemed performance by Tenant of any similar obligation under this Lease. Tenant will not be liable for any default under this Lease or deemed to be in default under this Lease if such default is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.

Landlord’s Right to Recapture. If Tenant desires to assign all or part of this Lease or to sublease all or any portion of the Premises, Tenant will first submit to Landlord the documents described in Section 9.3, below, and will offer in writing, (awriting,(a) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of money or other consideration for such assignment, or (b) with respect to a prospective sublease, to sublease to Landlord the portion of the Premises involved (“Leaseback Area”) for the term specified by Tenant in its offer and at the lower of (i) Tenant’s proposed sub-rental or (i) the rate of Monthly Rent and Additional Rent then in effect according to this Lease, and on the same terms, covenants and conditions contained under Lease and applicable to the Leaseback Area. The offer will specify the date when the Leaseback Area will be made available to Landlord. That date d▇▇▇ will not be earlier than thirty (30) days nor later than one hundred eighty (180) days after the date of Landlord’s acceptance of the offer. If an offer of sublease is made, it will also specify the term of the proposed sublease except that if the proposed sublease will result in all or substantially all of the Premises being subleased, then Landlord will have the option to extend the term of the proposed sublease for the balance of the Term of this Lease less one (1) day. Landlord will have thirty (30) days from the receipt of the offer either to accept or reject it. If Landlord accepts the offer, Tenant will then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord’s counsel. If such a sublease is made to Landlord or its designee, such sublease will expressly: (a) permit Landlord to make further subleases of all or any part of the Leaseback Area and to make and authorize any and all changes, alterations, installations and improvements in such space as Landlord deems necessary for such subletting, at Landlord’s expense; (b) provide that Tenant will permit reasonably appropriate means of ingress to and egress from the Leaseback Area at all times; (c) negate any intention that the estate created under such sublease be merged with any other estate held by Landlord or Tenant; (d) provide that Landlord will accept the Leaseback Area “as is” except that Landlord, at Tenant’s Landlord’s Initials Tenant’s Initials expense, will perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy; and (e) provide that at the expiration of the term of such sublease, Tenant will accept the Leaseback Area as may be reasonably necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. Performance by Landlord, or its designee, under a sublease of the Leaseback Area will be deemed performance by Tenant of any similar obligation under this Lease. Tenant will not be liable for any default under this Lease or deemed to be in default under this Lease if such default is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.

Landlord’s Right to Recapture. If Tenant desires proposes to assign all enter into an Occupancy Transaction, Tenant shall provide Landlord with a preliminary notice of Tenant's interest in entering into such Occupancy Transaction which notice shall include the information described in SECTION 15.3 ("PRELIMINARY OCCUPANCY TRANSACTION NOTICE"), and Landlord shall have a period of fifteen (15) business days following the receipt of such Preliminary Occupancy Transaction Notice in which Landlord may, at Landlord's option, upon notice to Tenant elect to recapture the entire Premises ("LANDLORD'S ELECTION NOTICE"). If Landlord fails to send the Landlord's Election Notice, Landlord shall be irrevocably deemed to have waived its right to recapture the Premises for the transaction described in the Preliminary Occupancy Transaction Notice. If Landlord sends the Landlord's Election Notice within such fifteen (15) business day period, Tenant may elect to (i) not proceed with such Occupancy Transaction (in which case Landlord shall not have any right to recapture the Premises with respect to the transaction described in the Preliminary Occupancy Transaction Notice) or part (ii) within fifteen (15) days following Tenant's receipt of Landlord's Election Notice, accept the recapture offer in which case this Lease or shall terminate and the Rent and other charges payable hereunder shall be pro rated to sublease all or any portion the date of such termination, which shall be the date which is sixty (60) days following the date of the PremisesPreliminary Occupancy Transaction Notice. Failure of Tenant to expressly accept Landlord's recapture offer shall be deemed its election to not proceed with the proposed Occupancy Transaction. If Landlord does not elect to recapture as set forth above, Landlord shall have no further right to recapture the Premises with respect to the transaction described in the Preliminary Occupancy Transaction Notice, however such proposed Occupancy Transaction shall remain subject to Landlord's approval as provided in this Article 15 and Tenant will first submit shall remain obligated to Landlord provide the documents request and information described in Section 9.3, below, and will offer in writing, (a) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of money or other consideration for such assignment, or (b) with respect to a prospective sublease, to sublease to Landlord the portion of the Premises involved (“Leaseback Area”) for the term specified by Tenant in its offer and at the lower of (i) Tenant’s proposed sub-rental or (i) the rate of Monthly Rent and Additional Rent then in effect according to this Lease, and on the same terms, covenants and conditions contained under Lease and applicable to the Leaseback Area. The offer will specify the date when the Leaseback Area will be made available to Landlord. That date will not be earlier than thirty (30) days nor later than one hundred eighty (180) days after the date of Landlord’s acceptance of the offer. If an offer of sublease is made, it will also specify the term of the proposed sublease except that if the proposed sublease will result in all or substantially all of the Premises being subleased, then Landlord will have the option to extend the term of the proposed sublease for the balance of the Term of this Lease less one (1) day. Landlord will have thirty (30) days from the receipt of the offer either to accept or reject it. If Landlord accepts the offer, Tenant will then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord’s counsel. If such a sublease is made to Landlord or its designee, such sublease will expressly: (a) permit Landlord to make further subleases of all or any part of the Leaseback Area and to make and authorize any and all changes, alterations, installations and improvements in such space as Landlord deems necessary for such subletting, at Landlord’s expense; (b) provide that Tenant will permit reasonably appropriate means of ingress to and egress from the Leaseback Area at all times; (c) negate any intention that the estate created under such sublease be merged with any other estate held by Landlord or Tenant; (d) provide that Landlord will accept the Leaseback Area “as is” except that Landlord, at Tenant’s expense, will perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy; and (e) provide that at the expiration of the term of such sublease, Tenant will accept the Leaseback Area as may be reasonably necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. Performance by Landlord, or its designee, under a sublease of the Leaseback Area will be deemed performance by Tenant of any similar obligation under this Lease. Tenant will not be liable for any default under this Lease or deemed to be in default under this Lease if such default is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease15.

Landlord’s Right to Recapture. If Tenant desires Notwithstanding anything to assign all the contrary contained in this Section 22 or part of this Lease or to sublease all or any portion of the Premises, Tenant will first submit to Landlord the documents described in Section 9.3, below, and will offer in writing, (a) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of money or other consideration for such assignment, or (b) with respect to a prospective sublease, to sublease to Landlord the portion of the Premises involved (“Leaseback Area”) for the term specified by Tenant in its offer and at the lower of (i) Tenant’s proposed sub-rental or (i) the rate of Monthly Rent and Additional Rent then in effect according to this Master Lease, and on Landlord shall have the same termsoption, covenants and conditions contained under Lease and applicable by giving written notice to the Leaseback Area. The offer will specify the date when the Leaseback Area will be made available to Landlord. That date will not be earlier than Tenant within thirty (30) days nor later after receipt of any Tenant’s request for consent to a Transfer of more than one hundred eighty floor of the Premises (180) days after other than to a Permitted Transfer Assignee), to recapture the proposed assignment or sublease space or the entirety of the Premises, as determined in Landlord’s sole discretion. Such recapture notice shall cancel and terminate this Lease with respect to either the proposed assignment or sublease space or entire Premises, as applicable, as of the date of Landlordstated in Tenant’s acceptance of request for consent to a Transfer as the offer. If an offer of sublease is made, it will also specify the term effective date of the proposed sublease except that if the proposed sublease will result in all or substantially all of the Premises being subleased, then Landlord will have the option Transfer (with respect to extend the term of the proposed sublease for the balance of the Term of this Lease less one (1) day. Landlord will have thirty (30) days from the Landlord’s recapture following receipt of the offer either Tenant’s request for consent to accept or reject it. If Landlord accepts the offer, Tenant will then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease), and otherwise, such termination shall be effective on the date that is sixty (60) days after Landlord’s delivery of a recapture notice. If this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the case may beparties shall execute written confirmation of the same. If Landlord declines, in either case or fails to elect in a form reasonably satisfactory timely manner to Landlord’s counsel. If such a recapture the proposed assignment or sublease is made to Landlord space or its designee, such sublease will expressly: (a) permit Landlord to make further subleases of all or any part of the Leaseback Area and to make and authorize any and all changes, alterations, installations and improvements in such space as Landlord deems necessary for such subletting, at Landlord’s expense; (b) provide that Tenant will permit reasonably appropriate means of ingress to and egress from the Leaseback Area at all times; (c) negate any intention that the estate created under such sublease be merged with any other estate held by Landlord or Tenant; (d) provide that Landlord will accept the Leaseback Area “as is” except that Landlord, at Tenant’s expense, will perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder entirety of the Premises under this Section 22, then, provided Landlord and Master Landlord have consented to permit lawful occupancy; and (e) provide that at the expiration of the term of such proposed assignment or sublease, Tenant will accept shall be entitled to proceed to assignment or sublease such space to the Leaseback Area as may be reasonably necessary proposed Transferee, subject to preserve provisions of this Section 22 and the Leaseback Area in good order and condition, ordinary wear and tear excepted. Performance by Landlord, or its designee, under a sublease of the Leaseback Area will be deemed performance by Tenant of any similar obligation under this Master Lease. Tenant will For avoidance of doubt, this Section 22.2 shall not be liable for any default under this Lease or deemed to be in default under this Lease if such default is occasioned by or arises from any act or omission of any occupant holding under or pursuant apply to any such subleaseTransfer to a Permitted Transfer Assignee as provided in Section 22.3 below.

Landlord’s Right to Recapture. If Tenant desires to assign all or part of this Lease or to sublease all or any portion of the Premises, Tenant will first submit to Landlord the documents described in Section 9.3, below, and will offer in writing, (a) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of money or other consideration for such assignment, or (b) with respect to a prospective sublease, to sublease to Landlord the portion of the Premises involved (“"Leaseback Area”") for the term specified by Tenant in its offer and at the lower of (i) Tenant’s 's proposed sub-rental or (i) the rate of Monthly Rent and Additional Rent then in effect according to this Lease, and on the same terms, covenants and conditions contained under Lease and applicable to the Leaseback Area. The offer will specify the date when the Leaseback Area will be made available to Landlord. That date will not be earlier than thirty (30) days nor later than one hundred eighty (180) days after the date of Landlord’s 's acceptance of the offer. If an offer of sublease is made, it will also specify the term of the proposed sublease except that if the proposed sublease will result in all or substantially all of the Premises being subleased, then Landlord will have the option to extend the term of the proposed sublease for the balance of the Term of this Lease less one (1) day. Landlord will have thirty (30) days from the receipt of the offer either to accept or reject it. If Landlord accepts the offer, Tenant will then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord’s 's counsel. If such a sublease is made to Landlord or its designee, such sublease will expressly: (a) permit Landlord to make further subleases of all or any part of the Leaseback Area and to make and authorize any and all changes, alterations, installations and improvements in such space as Landlord deems necessary for such subletting, at Landlord’s 's expense; (b) provide that Tenant will permit reasonably appropriate means of ingress to and egress from the Leaseback Area at all times; (c) negate any intention that the estate created under such sublease be merged with any other estate held by Landlord or Tenant; (d) provide that Landlord will accept the Leaseback Area “"as is” " except that Landlord, at Tenant’s 's expense, will perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy; and (e) provide that at the expiration of the term of such sublease, Tenant will accept the Leaseback Area as may be reasonably necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. Performance by Landlord, or its designee, under a sublease of the Leaseback Area will be deemed performance by Tenant of any similar obligation under this Lease. Tenant will not be liable for any default under this Lease or deemed to be in default under this Lease if such default is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.