Common use of Notice of Availability Clause in Contracts

Notice of Availability. At any time between the date of this Lease and the end of the third full year of the Term, prior to leasing any available First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the base rent, term, operating and tax expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease the First Right Space to Tenant or to a third party. If Landlord intends to lease other space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the following provisions. Within 5 business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the space specified in Landlord’s notice (the “Designated Space”) upon the Economic Terms and the same non-Economic Terms as set forth in this Lease, or (ii) refuse to lease the Designated Space. If Tenant does not respond in writing to Landlord’s notice within the 5 business day period, Tenant shall be deemed to have elected clause (ii) above. If Tenant timely elects to lease the Designated Space, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return the amendment to Landlord within 10 days Tenant’s failure to timely return the amendment shall entitle Landlord to lease the Designated Space to a third party on any terms acceptable to Landlord without regard to the Economic Terms or to specifically enforce Tenant’s commitment to lease the Designated Space or pursue any other available legal remedy. If Tenant (x) fails to timely elect to lease the Designated Space, or (y) having elected to lease the Designated Space, fails to timely return to Landlord the amendment to this Lease, the First Right shall terminate and shall thereafter have no further force or effect and Landlord may lease all or any part of the First Right Space to a third party on any terms determined by Landlord in its sole discretion including without limitation economic terms that are more favorable to a third party than the Economic Terms proposed by Landlord to Tenant.

Notice of Availability. At any time between If the date of this Lease and the end of the third full year of the Term, prior to leasing any available First Right Space, or any portion thereof, to any other party FRL Space becomes Available during the period that this First Right is in effectFRL Period, Landlord shall give notify Tenant written notice of the basic economic terms including but not limited to the base rent, term, operating and tax expense base, security depositsuch fact, and tenant improvement allowance (collectively, the “Economic Terms”), upon material terms on which Landlord is willing prepared to lease the First Right FRL Space to Tenant or to a third party. If Landlord intends to lease other space in addition to the First Right Space as part of a single transaction(i.e., then Landlord’s notice determination of Fair Market Rental Value (including proposed escalations) as hereinafter defined, tenant improvement allowance, if any, and free rent concessions, if any) (“Landlord’s Notice of Availability”). Tenant shall so provide and all such space shall collectively be subject to the following provisions. Within 5 business have [***] days after receipt of Landlord’s notice, Tenant must give Notice of Availability to advise Landlord written notice pursuant in writing whether it will add the FRL Space to which Tenant shall elect to (i) lease all, but not less than all, of the space specified Premises on the terms and conditions described in Landlord’s notice (“Tenant’s Notice of Acceptance”). Tenant’s Notice of Acceptance shall either accept Landlord’s determination of Fair Market Rental Value or reject such determination and propose Tenant’s determination of Fair Market Rental Value. Failure of Tenant to timely provide Tenant’s Notice of Acceptance shall be deemed Tenant’s election not to add the “Designated Space”) upon FRL Space to the Economic Terms and Premises on the same non-Economic Terms as terms set forth in this Lease, or (ii) refuse to lease the Designated SpaceLandlord’s Notice of Availability. If Tenant does not respond in writing elect to Landlord’s notice within add the 5 business day period, Tenant shall be deemed to have elected clause (ii) above. If Tenant timely elects to lease the Designated FRL Space, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return the amendment to Landlord within 10 days Tenant’s failure to timely return the amendment shall entitle Landlord to may lease the Designated FRL Space to a third party on or take if off the market for any terms acceptable reason whatsoever; provided that, if Landlord does not enter into a binding lease with any other third party for the FRL Space reflected in Landlord’s Notice of Availability within [***] months after the deadline by which Tenant was to Landlord without regard have provided Tenant’s Notice of Acceptance, Tenant’s First Right to Lease shall be reinstated and the procedures above shall again be followed, but if Tenant elects not to add the FRL Space to the Economic Terms Premises following such second offer (or is deemed to specifically enforce not have so elected), Tenant’s commitment First Right to lease Lease shall forever terminate. As used herein, “Available” shall mean that the Designated FRL Space or pursue any other available legal remedy. If Tenant (x) fails to timely elect to lease the Designated Spaceis, or (y) having elected is expected by Landlord to lease become, vacant, unencumbered and free and clear of all claims and rights of other tenants or other third parties. Without limiting the Designated Space, fails to timely return to Landlord generality of the amendment to this Leaseforegoing, the First Right FRL Space shall terminate and shall thereafter have no further force or effect and Landlord may lease not be deemed Available if, as to all or any part portion thereof, there is an outstanding lease, lease option, or option or other right of extension, renewal, expansion, first refusal, first negotiation, or similar or other right, pursuant to any lease or written agreement, or if any then-existing tenant or occupant desires to renew or extend its lease as to any or all of such space, whether or not pursuant to an existing right or option (however, Landlord represents and warrants that no such rights currently exist with respect to the First Right Space to a third party on FRL Space). Tenant acknowledges that Landlord may give Landlord’s Notice of Availability at any terms determined by Landlord in its sole discretion including without limitation economic terms that are more favorable to a third party than the Economic Terms proposed by Landlord to Tenanttime.

Notice of Availability. At any time between If Tenant exercises the date Right of this Lease and First Offer, the end exercise shall include the desired square footage of Tenant's Net Rentable Area to be covered by the exercise, which must be not more than the square footage for the total available space, or the desired floor area outline desired to be rented by Tenant in exercise of the third full year Right of First Offer. If Tenant's notice contains the floor area outline desired to be rented, the desired demising lines shall be subject to Landlord's approval and adjustment, which shall not be unreasonably withheld and which will be made based upon factors such as having the demising lines reasonably divide the available space so as to leave reasonably configured rentable areas. If the notice contains the desired square footage instead of the Term, prior to leasing any available First Right Space, or any portion thereof, to any other party during the period that this First Right is in effectdesired floor area outline, Landlord shall give Tenant written notice designate an area within plus or minus 7% of the basic economic terms including but Tenant's Net Rentable Area desired by Tenant, subject to Tenant's approval, which shall not limited be unreasonably withheld. If Tenant shall have failed to exercise Tenant's Right of First Offer within the base rent, term, operating and tax expense base, security deposit, and tenant improvement allowance (collectivelytime period set forth above, the “Economic Terms”)space which was subject to Landlord's Notice of Availability shall be deemed, upon which for the purposes of this paragraph, as not "available", unless Landlord shall desire to rent the same at a lower rent than contained in the Notice of Availability or unless and until the next lease on said space expires and the space becomes vacant. Notwithstanding the foregoing, if Landlord is willing presented with a bona fide offer acceptable to lease the First Right Space to Tenant or to Landlord from a third party. If Landlord intends , to lease other rent space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the following provisions. Within 5 business days after receipt Tenant's Right of Landlord’s noticeFirst Offer at a lower rent than may have been contained in a previous Notice of Availability, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but had not less than all, exercised Tenant's Right of the space specified in Landlord’s notice (the “Designated Space”) upon the Economic Terms and the same non-Economic Terms as set forth in this Lease, or (ii) refuse to lease the Designated Space. If Tenant does not respond in writing to Landlord’s notice within the 5 business day period, Tenant shall be deemed to have elected clause (ii) above. If Tenant timely elects to lease the Designated SpaceFirst Offer, then Landlord shall promptly prepare and deliver issue to Tenant an amendment to this Lease consistent with the foregoinga notice of bona fide offer ("Notice of Bona Fide Offer") regarding said third party offer. If Landlord issues a Notice of Bona Fide Offer, and Tenant shall execute and return the amendment to Landlord may accept said offer within 10 days Tenant’s failure to timely return the amendment shall entitle Landlord to lease the Designated Space to a third party on any terms acceptable to Landlord without regard to the Economic Terms or to specifically enforce Tenant’s commitment to lease the Designated Space or pursue any other available legal remedydays. If Tenant (x) fails to timely elect to lease accept said offer within the Designated Space10 day period, or (y) having elected to lease then the Designated Space, fails to timely return to Landlord space which was the amendment to this Lease, the First Right shall terminate and shall thereafter have no further force or effect and Landlord may lease all or any part subject of the First Right Space to a third party on any terms determined by Landlord in its sole discretion including without limitation economic terms that are more favorable to a third party than the Economic Terms proposed by Landlord to Tenant.Notice of