Common use of Option to Extend Term Clause in Contracts

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 3 contracts

Sources: Lease (NanoString Technologies Inc), Lease (NanoString Technologies Inc), Lease (NanoString Technologies Inc)

Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the any Extension Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term extension term and each annual anniversary date thereof in accordance with Article 76. 40.2. The Basic Annual Rent during Extension Option is not assignable separate and apart from this Lease. 40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Term shall equal Option at least twelve (12) months prior to the greater of: (a) ninety-five percent (95%) end of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end expiration of the then-current Term, and . Time shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided or to be provided to the Premises, and contraction and expansion optionsfor in this paragraph. 40.4. In the event the tenant inducements, allowances or concessions granted differ from the terms Notwithstanding anything contained in this LeaseArticle 40, an adjustment Tenant shall not have the right to exercise the Fair Market Value shall be made on a basis consistent with Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Term then they Option, Landlord shall engage a mutually agreeable independent third party appraiser promptly provide Tenant with at least ten written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory usesb) in the Seattleevent that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, Washington area whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the “Appraiser”)opportunity to cure such default. 40.5. If Except as provided in Section 40.4, the parties canperiod of time within which Tenant may exercise an Extension Option shall not agree on be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the Appraiserprovisions of Section 40.4. 40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, each shall within ten after such exercise, but prior to the commencement date of the new term, (10a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault, those two Appraisers shall select (c) Tenant commences to cure a third. If either party fails default (other than a monetary default) but does not prosecute to timely appoint an Appraiser, then completion prior to the Appraiser commencement date of the other party appoints shall be the sole Appraiser. Within ten extended Term (10) days after appointment of all Appraiser(sunless Tenant is diligently prosecuting to completion and merely needs additional time), Landlord or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 3 contracts

Sources: Lease (Arena Pharmaceuticals Inc), Lease (Arena Pharmaceuticals Inc), Lease (Arena Pharmaceuticals Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 742.1. The Basic Annual Base Rent during the Extension Term Option term (including annual escalations, if applicable) shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end ▇▇▇▇▇▇ ▇▇▇▇▇ submarket of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”). Tenant may, no more than twelve (12) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the then-current TermFMV for the Option term. Landlord shall, and within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall be adjusted in accordance with Article 7 hereofspecify whether Tenant accepts Landlord’s proposed estimate of FMV. “Fair Market Value” means If Tenant does not accept the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newFMV, non-equity (i.e., not being offered equity in then the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingparties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value ▇▇▇▇▇▇ ▇▇▇▇▇ laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they American Arbitration Association or any successor organization thereto (the “AAA”). The Baseball Arbitrator selected by the parties or designated by the AAA shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area ▇▇▇▇▇▇ ▇▇▇▇▇ submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2. The Option is not assignable separate and apart from this Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option on or before the date that is nine (9) months prior to the expiration of the then-current Term (such date, the “Option Date”). Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its obligations under this Lease two (2) or more times and a service or late charge has become payable under Section 31.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 42.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4. 42.6. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease two (2) or more times and a service or late charge under Section 31.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 3 contracts

Sources: Sublease (Zentalis Pharmaceuticals, Inc.), Sublease (Zentalis Pharmaceuticals, LLC), Sublease (Zentalis Pharmaceuticals, LLC)

Option to Extend Term. A. Tenant shall have and is hereby granted the option (“Option”) to extend the Term hereof for one (1) period of this Lease by five three (53) years (the “Fifth Extension TermPeriod”) as provided that: (i) Tenant delivers written notice (the “Extension Notice”) to Landlord, no earlier than twelve (12), and no later than nine (9), months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension Expiration Date, time being of the Term pursuant essence, of Tenant’s irrevocable election to exercise such extension option; (ii) no default by Tenant under the Option shall be on all Lease exists at the same terms and conditions time of Landlord’s receipt of the Extension Notice or as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on of the first (1st) day of the Fifth Extension Term Period; and each anniversary date thereof (iii) Tenant has not assigned its interest in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: Lease (aother than to a Qualified Tenant Affiliate [hereinafter defined]) ninety-five or sublet more than twenty percent (9520%) of the Premises (other than to a Qualified Tenant Affiliate). B. All terms and conditions of the Lease shall remain in full force and effect during the Fifth Extension Period, except that Base Rent (on a per rentable square foot basis) payable during the Fifth Extension Period shall equal the Fair Market Value for Rental Rate (hereinafter defined) at the Extension Term; and (b) 103% time of the then-current Basic Annual Rent at the end commencement of the then-current TermFifth Extension Period. As used herein, and shall be adjusted in accordance with Article 7 hereof. the term “Fair Market ValueRental Ratemeans shall mean the then-prevailing average annual fair market rental rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion would be agreed upon between a landlord and nonaffiliated tenants of similar financial strength a tenant entering into a lease for comparable space in comparable laboratory buildings comparably locatedas to location, with comparable sizeconfiguration, quality size and floor height use, in a first class office buildingcomparable building as to quality, or as appropriateage, a laboratory buildingreputation and location in the Raleigh / Durham, taking North Carolina area, which Fair Market Rental Rate shall take into consideration all relevant factors, including, without limitation, any then applicable market tenant concessions for renewal tenants with credit similar to the proposed lease term, credit of Tenant at the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with time of the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesRental Rate.

Appears in 2 contracts

Sources: Office Lease (Chimerix Inc), Office Lease (Chimerix Inc)

Option to Extend Term. Tenant shall have the option (Option”) to extend the Term of this Lease by five four (54) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 42.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end ▇▇▇▇▇▇ ▇▇▇▇▇ submarket of the then-current Termcomparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value ▇▇▇▇▇▇ ▇▇▇▇▇ laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area ▇▇▇▇▇▇ ▇▇▇▇▇ submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2. The Option is not assignable separate and apart from this Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least eight (8) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has, collectively, defaulted in the performance of any monetary obligation or any material non-monetary obligation under this Lease two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 42.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4. 42.6. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease two (2) or more times and a service or late charge under Section 31.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 2 contracts

Sources: Lease (Zentalis Pharmaceuticals, LLC), Lease (Zentalis Pharmaceuticals, LLC)

Option to Extend Term. Tenant shall have Landlord will grant (1) Option to Extend the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (term and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as provisions contained in this Lease, except as follows: 42.1 Basic Annual Rent for the minimum monthly rent, for one three (3) year period ("Extended Term") following expiration of the initial term by giving notice of exercise of the Option ("Option Notice") to Landlord at lease one hundred fifty (150) days before the expiration of the initial term, provided that if Tenant is in default of a material term of this Lease beyond the applicable cure period on the date of giving Option Notice, the Option Notice shall be adjusted ineffective, or if Tenant is in default of a material term of this Lease beyond the applicable cure period on the first (1st) day of the Extension Extended Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during is to commence, the Extension Extended Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; not commence and (b) 103% of the then-current Basic Annual Rent this Lease shall expire at the end of the then-current Terminitial term. Landlord shall give Tenant its initial determination of the fair market rent either promptly after the receipt of Tenant's notice exercising Tenant's option to extend, and shall or promptly after receiving a request for such determination prior to receipt of Tenant's exercise of its option if such request is received during the ninety (90) days prior to the date such option must be adjusted in accordance exercised. If Tenant disagrees with Article 7 hereof. “Landlord's initial designation of the Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted Rent, Landlord and Tenant agree to negotiate in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements good faith for a comparable term, with the period of up to thirty (30) days following Tenant's receipt of Landlord's initial determination of Fair Market Value Rent in an effort to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research Rent, and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If if the parties cannot agree on upon the AppraiserFair Market Rent by the end of such thirty day period, each then the Fair Market Rent shall within ten be submitted to arbitration as follows: Within fifteen (1015) days after the expiration of such impasse appoint an Appraiser andthirty (30) day period, Landlord and Tenant shall either agree on the name of a single arbitrator or each give notice to the other specifying the name and address of the arbitrator each has chosen. The two arbitrators so chosen shall meet within ten (10) days after the appointment of both such Appraiserssecond arbitrator is appointed and if, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten within twenty (1020) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissionssecond arbitrator is appointed, the Appraisers two arbitrators shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The agree upon a determination of the Appraiser(s) shall bind the parties.Fair Market Rent in

Appears in 2 contracts

Sources: Lease (Vixel Corp), Lease (Emulex Corp /De/)

Option to Extend Term. Tenant shall have Notwithstanding anything to the contrary contained in Paragraphs 1.3, 3.1 or elsewhere in the Lease, subject to the terms of Paragraph 39 of the Lease, Lessor hereby grants Lessee a one time option (“Option”) to extend the Term ("Option to Extend") for an additional period of this Lease by five (5) years (the “Extension Term”"Option Period"). Such right shall apply only to Lessee's entire Premises, shall be for a term that shall begin immediately following Lessee's initial Term and shall be exercised by Lessee by giving written notice to Lessor at lease nine (9) as months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Term pursuant initial Term. If Lessee exercises its Option to Extend the Option Term, Lessee shall be on all continue to lease the Premises for such extended period upon the same terms and conditions as set forth in this Lease, Lease except as follows: 42.1 Basic Annual that the Base Rent payable by Lessee to Lessor during the Option Period shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (at 95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at prevailing fair market rental rate for the end Premises based upon the prevailing fair market rental rate for similar space in similar industrial buildings within the vicinity of the then-current Term, and building. Lessor shall be adjusted in accordance provide Lessee with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent written notice of the services provided or to be provided to fair market rental rate for the Premises, and contraction and expansion optionsnot later than thirty (30) days following receipt of Lessee's exercise notice. In Lessee shall have twenty (20) days ("Lessee's Review Period") after receipt of Lessor's notice of the event the tenant inducements, allowances fair market rental rate within which to accept such fair market rental rate or concessions granted differ from the terms contained to reasonable object thereto in this Lease, an adjustment writing. If Lessee objects to the Fair Market Value fair market rental rate submitted by Lessor, Lessor and Lessee shall be made on a basis consistent with the adjustments commonly made attempt in the good faith to agree upon such fair market for comparable differences and concession packagesrental rate, using their best good faith efforts. If Landlord Lessor and Tenant cannot agree Lessee fail to reach agreement on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten such fair market rental rate within fifteen (1015) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area days following Lessee's Review Period (the “Appraiser”). If the parties cannot agree on the Appraiser"Outside Agreement Date") then, each shall within ten (10) days after such impasse appoint an Appraiser andat Lessee's election delivered to Lessor in writing, within ten (10) days after the appointment Lessee may either cancel its exercise of both such Appraisers, those two Appraisers shall select a third. If either party fails its Option to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.Extend the

Appears in 2 contracts

Sources: Lease Agreement (Meade Instruments Corp), Lease Agreement (Meade Instruments Corp)

Option to Extend Term. (A) Provided that: (i) Landlord has not given Tenant notice of default more than two (2) times, (ii) there then exists no event of default by Tenant under this lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and (iii) that Tenant occupies not less than all of the Premises, Tenant shall have the right and option (“Extension Option”) to extend the Term for one (1) additional period of this Lease by five three (53) years (the “Extension Renewal Term”) as ), exercisable in the following manner. If Tenant intends to exercise the entire Premises (and no Extension Option under this Section, Tenant shall give Landlord written notice not less than nine (9) months in advance of the entire Premises) scheduled Expiration Date of Tenant’s intention to extend the Term (“Tenant’s Extension Notice”), it being agreed that time is of the essence and that the Extension Option is personal to Tenant and is non-transferable to any Affiliate or other party. Promptly after receipt of Tenant’s Extension Notice, Landlord shall advise Tenant in writing of Landlord’s reasonable determination of the then market rental rate for the Premises based upon the following terms and conditionsthen market rate for comparable office space in Class “A” buildings, located within the Malvern office market. Any extension If Tenant accepts such determination in writing within fifteen days of delivery of Landlord’s market rent notice, and, if requested by Landlord, enters into a lease amendment extending the term of the Term pursuant to Lease within such fifteen days as provided in this Section, the Extension Option shall be on all effective. If Tenant does not accept Landlord’s determination of market rent within fifteen days, or does not enter into a lease amendment within such fifteen days if requested by Landlord, the Extension Option shall terminate, and the Expiration Date shall remain sixty-four (64) months from the Commencement Date. The Extension Option shall be under the same terms and conditions as provided in this Lease, Lease except as follows: 42.1 Basic (i) the Extension Option period shall begin at the original Expiration Date, and thereafter the Expiration Date shall be one hundred (100) months from the Commencement Date; (ii) all references to the Term in this Lease shall be deemed to mean the Term as extended pursuant to this Section; (iii) after the Extension Option, there shall be no further options to extend; and (iv) the Minimum Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and payable by Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination greater of the Appraiser(s) shall bind then market rate as reasonably determined by Landlord above, or the partiesMinimum Annual Rent for the immediately preceding lease year.

Appears in 2 contracts

Sources: Lease Agreement (PhaseBio Pharmaceuticals Inc), Lease Agreement (PhaseBio Pharmaceuticals Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 42.1. Basic Annual Rent as of the commencement of the extension term shall equal the fair market rate for comparable research facilities in the ▇▇▇▇▇▇ ▇▇▇▇▇ mesa area of San Diego; provided that (a) such initial rate shall not be less than Three and 36/100 Dollars ($3.36) per rentable square foot per month and (b) such Basic Annual Rent shall be adjusted increase by three percent (3%) on the first (1st) day each annual anniversary of the Extension Term and each anniversary date thereof in accordance with Article 7Commencement Date during the extension term. 42.2. The Basic Annual Rent during Option is not assignable separate and apart from this Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Term shall equal the greater of: Option at least nine (a9) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at months prior to the end of the then-current Term, and expiration of the initial Term of this Lease. Time shall be adjusted of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in accordance with this paragraph. 42.4. Notwithstanding anything contained in this Article 7 hereof. “Fair Market Value” means 42, Tenant shall not have the then-prevailing average annual rate right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that comparable landlords have accepted Tenant is in current transactions from newdefault under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 24 of the Lease (provided, non-equity (i.e.however, not being offered equity in the Buildingthat, for purposes of this Subsection 42.4(b), nonrenewal, nonexpansion Landlord shall not be required to provide Tenant with notice of such Default) and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessionscontinuing until Tenant cures any such Default, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value such Default is susceptible to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. being cured; or (c) In the event that Tenant has defaulted in the tenant inducements, allowances performance of its obligations under this Lease two (2) or concessions granted differ from more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the terms contained in this Lease, an adjustment twelve (12)-month period immediately prior to the Fair Market Value date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 42.5. The period of time within which Tenant may exercise the Option shall not be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes extended or enlarged by reason of Tenant’s inability to exercise such Option because of the Extension Term then they provisions of Section 42.4. 42.6. All of Tenant’s rights under the provisions of the Option shall engage terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a mutually agreeable independent third party appraiser with at least ten monetary obligation of Tenant for a period of twenty (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (1020) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 2 contracts

Sources: Lease (Receptos, Inc.), Lease (Receptos, Inc.)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 40.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: of (a) ninety-five one hundred three percent (95103%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Base Rent at the end of and (b) the then-current Termfair market value for comparable office and laboratory space in the Sorrento Valley submarket of San Diego for comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (v) the extent size of the services provided or to be provided to the Premises, (w) the length of the Option term, (x) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (y) Tenant’s creditworthiness and expansion options(z) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Sorrento Valley laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they American Arbitration Association or any successor organization thereto (the “AAA”). The Baseball Arbitrator selected by the parties or designated by the AAA shall engage a mutually agreeable independent third party appraiser with (i) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Sorrento Valley submarket and (the “Appraiser”). If the parties canii) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 40.2. The Option is not assignable separate and apart from this Lease. 40.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least six (6) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 40.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Subsection 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its obligations under this Lease two (2) or more times and a service or late charge has become payable under Section 31.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 40.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 40.4. 40.6. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease two (2) or more times and a service or late charge under Section 31.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 2 contracts

Sources: Lease (Ambit Biosciences Corp), Lease (Ambit Biosciences Corp)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term term of this the Amended Lease by five (5) years (the “Extension Option Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term term of the Amended Lease term pursuant to the Option shall be on all the same terms and conditions as this the Amended Lease, except as follows: 42.1 Basic Annual 6.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Option Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Malvern, Pennsylvania market of the then-current Termcomparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option Term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than nine (9) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the term of the Amended Lease is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option Term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option Term, (c) rent in comparable buildings in the relevant market, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the building in which the Premises are located and the Property. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Leasesame be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Malvern, an adjustment to Pennsylvania laboratory/research and development leasing market (the Fair Market Value “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they American Arbitration Association or any successor organization thereto (the “AAA”). The Baseball Arbitrator selected by the parties or designated by the AAA shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the SeattleMalvern, Washington area Pennsylvania market and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select or designate any other Fair Market ValueFMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Appraiser(sOption Term. If, as of the commencement date of the Option Term, the amount of Base Rent payable during the Option Term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current term of the Amended Lease. After the final determination of Base Rent payable for the Option Term, the parties shall promptly execute a written amendment to the Amended Lease specifying the amount of Base Rent to be paid during the Option Term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 6.2. The Option is not assignable separate and apart from the Amended Lease. 6.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least six (6) months prior to the end of the expiration of the then-current term of the Amended Lease. Time shall bind be of the partiesessence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 6.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option:

Appears in 2 contracts

Sources: Office/Laboratory Lease (Tetralogic Pharmaceuticals Corp), Office/Laboratory Lease (Tetralogic Pharmaceuticals Corp)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five two (52) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this the Lease, except as follows: 42.1 Basic Annual 6.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: of (a) ninety-five one hundred three percent (95103%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Base Rent at the end of and (b) the then-current Termfair market value for comparable office and laboratory space in the Alameda County submarket of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and in each case shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (v) the extent size of the services provided or to be provided to the Premises, (w) the length of the Option term, (x) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (y) Tenant’s creditworthiness and expansion options(z) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Alameda County laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Alameda County submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to the Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 6.2. The Option is not assignable separate and apart from the Lease. 6.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least nine (9) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 6.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of the Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 6.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its obligations under the Lease two (2) or more times and a service or late charge has become payable under Section 31.1 of the Lease for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 6.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 6.4. 6.6. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisers, those default or (c) Tenant has defaulted under the Lease two Appraisers shall select (2) or more times and a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data service or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination late charge under Section 31.1 of the Appraiser(s) shall bind the partiesLease has become payable for any such default, whether or not Tenant has cured such defaults.

Appears in 2 contracts

Sources: Lease (Shotspotter, Inc), Lease (Shotspotter, Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by for one (1) additional period of five (5) years (the “Extension Premises Option”). The period of the Premises Option is referred to herein as the “Option Term”) as . Tenant shall have no right or interest to exercise the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater ofunless: (a) ninety-five percent Tenant gives the Landlord written notice of its intent to exercise the Premises Option no earlier than three hundred thirty (95%330) of the Fair Market Value for the Extension Term; days and no later than two hundred seventy (b270) 103% of the then-current Basic Annual Rent at days prior to the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “AppraiserExtension Notice”). If ; (b) at the parties cannot agree time the Extension Notice is given and on the Appraiserdate of the commencement of the Option Term, each Tenant is not in default of any of the terms or conditions under this Lease beyond any applicable cure period, nor are there any conditions which with the passage of time could result in a default by Tenant at any time; (c) Tenant has not been in default in the performance of any of its obligations under this Lease more than two (2) times prior to the date Verus Lease v06 -3- February 2, 2005 (8:51 pm) (I) Tenant can establish by delivering to Landlord evidence reasonably acceptable to Landlord that the Tenant meets, as of the date the Extension Notice is given, and has continually met during the two (2) calendar quarters preceding the date the Extension Notice is given, the Tenant’s Financial Conditions as defined in Section 4.05, or (ii) the Letter of Credit provided for in Section 4.05 is posted with Landlord and then effective as of the date the Extension Notice is given and on the first day of the Option Term. Annual Base Rent during the Option Term shall within ten (10be as set forth in Section 4.01(b) days after such impasse appoint an Appraiser below. Time is of the essence with respect to Tenant’s exercise of the Premises Option. Tenants’ failure to exactly comply with any of the time or other requirements herein, shall cause the Premises Option to automatically expire and, within ten (10) days after in such event, this Lease shall terminate upon the appointment expiration of both such Appraisers, those two Appraisers shall select a thirdthe Term. If either party fails The option to timely appoint an Appraiser, then extend the Appraiser Term pursuant hereto for the other party appoints Option Term shall be personal to Tenant and shall not be exercisable by or for the sole Appraiser. Within ten (10) days after appointment benefit of any assignee, subtenant or other transferee of Tenant, except the Option may be transferred to an Affiliate Transferee to whom all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind interest of Tenant in the partiesLease has been transferred pursuant to Section 13.01.

Appears in 2 contracts

Sources: Consent to Assignment Agreement (Zogenix, Inc.), Consent to Assignment Agreement (Zogenix, Inc.)

Option to Extend Term. (a) Tenant shall have and is hereby granted the option (“Option”) to extend the Lease Term for one (1) period of this Lease by five (5) years commencing on the date immediately following the Expiration Date (the “Extension TermPeriod”), provided (i) Tenant delivers written notice (the “Extension Notice”) as to Landlord, not more than fifteen (15), or less than nine (9), months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension Expiration Date, time being of the Term pursuant essence, of Tenant’s irrevocable election to exercise such extension option; (ii) at the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day time of Tenant’s delivery of the Extension Term Notice, no Default exists and each anniversary date thereof Landlord has not provided written notice to Tenant regarding any non-payment of money required to be paid by Tenant hereunder which, if not paid by Tenant within the applicable cure period, will constitute a Default under the Lease; and (iii) Tenant has not assigned its interest in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five Lease or sublet more than fifty percent (9550%) of the Fair Market Value for Rentable Area of the Extension Term; and Premises (other than to an Affiliate Transferee). (b) 103% All terms and conditions of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factorsLease, including, without limitation, all provisions governing the proposed lease termpayment of Additional Rental, shall remain in full force and effect during the tenant inducementsExtension Period, free rent, brokerage commissions, allowances or concessions, if anyexcept that Base Rental (on a per rentable square foot basis) payable during the Extension Period shall equal the Fair Market Rental Rate (hereinafter defined) at the time of the commencement of the Extension Period, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent Expiration Date of the services provided or to Lease shall be provided to the Premises, and contraction and expansion optionslast day of the Extension Period. In the event the tenant inducements, allowances or concessions granted differ from the terms contained As used in this Lease, an adjustment to the term “Fair Market Value Rental Rate” shall mean the fair market rental rate that would be made on agreed upon between a basis consistent landlord and a tenant entering into a lease or lease renewal for comparable space as to location, configuration, size and use, in a Comparable Building, with a comparable build-out and a comparable term assuming the adjustments commonly made following: (A) the landlord and tenant are informed and well-advised and each is acting in what it considers its own best interests; and (B) the tenant pays Pass-Through Expenses as set forth in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesLease.

Appears in 2 contracts

Sources: Office Lease, Office Lease (Connecture Inc)

Option to Extend Term. A. Subject to the provisions of Article 48B below and provided this Lease Agreement or Tenant’s right of possession hereunder has not been earlier terminated, Tenant shall have the option right to extend the Term of the Lease Agreement as to all, but not less than all, of the Premises then being leased hereunder, for one period of three (3) years beginning immediately following the end of the initial Term (the “Extended Term”) subject to the following terms and conditions: (i) Tenant shall give written notice to Landlord of the exercise of Tenant’s right to extend the Term of this Lease Agreement no later than nine (9) months prior to the commencement of the Extended Term, time being of the essence (the “Renewal Notice”). If no such Renewal Notice is timely given, this Lease Agreement shall terminate as of the end of the initial Term; (ii) Tenant shall not be in default under this Lease Agreement beyond the passage of any applicable period of cure, grace or notice at the time of giving the Renewal Notice or at any time thereafter to and including the commencement of the Extended Term; and (iii) The extension of the Term hereunder for the Extended Term shall be on the same terms and conditions as are applicable to the initial Term; provided, however, (i) Tenant shall have no further right to extend the Term of this Lease Agreement, (ii) Articles 46 and 47 shall not apply to the Extended Term and (iii) the Base Rent payable by Tenant to Landlord in monthly installments during the Extended Term shall be the Market Rent (as defined in Article 49 below) as reasonably determined by Landlord. Within ten (10) days following receipt of Tenant’s Renewal Notice, but no earlier than nine (9) months prior to the commencement of the Extended Term, Landlord shall notify Tenant of Landlord’s determination of the Market Rent for the Extended Term (“OptionLandlord’s Market Rent Determination”). If Tenant disagrees with Landlord’s Market Rent Determination for the Extended Term, the parties shall negotiate in good faith for a period of thirty (30) days following receipt by Tenant of Landlord’s Market Rent Determination as to the Base Rent payable during the Extended Term. If the parties are unable to agree in writing on the Base Rent payable during the Extended Term within said thirty (30) day period, Tenant shall have the right to rescind the giving of the Renewal Notice by giving written notice of rescission to Landlord no later than five (5) days following the end of said twenty (20) day period, time being of the essence (the “Rescission Notice”), in which event the giving of the Renewal Notice shall be deemed rescinded and this Lease Agreement shall expire as of the end of the initial Term. In the event such Rescission Notice is not timely given, the Renewal Notice shall remain in full force and effect and the Base Rent payable during the Extended Term shall be as set forth in Landlord’s Market Rent Determination. B. It is acknowledged and agreed by the parties that the right of Tenant (hereafter the “Original Tenant”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as Agreement under Article 48 A above is personal to the entire Premises (Original Tenant. and no less than the entire Premises) upon the following terms and conditions. Any extension should said Original Tenant either assign this Lease Agreement or sublet all or any part of the Term pursuant Premises to the Option any person or entity other than to an Affiliate of said Original Tenant, Article 48 A above shall be on all the same terms automatically become null and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day void and of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, no further force or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partieseffect.

Appears in 2 contracts

Sources: Commercial Lease (Celcuity LLC), Commercial Lease (Celcuity LLC)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five thirty-six (536) years (the “Extension Term”) months as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 741.1. The Basic Annual Base Rent during the Extension Term extension term shall be equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of to the then-current Basic Annual fair market rent for similar premises in similar buildings in the city of San ▇▇▇▇▇▇ as of the commencement of the extension term, including annual fair market rent increases (“FMR”), but in no event shall Base Rent at be less than the Base Rent prior to the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent expiration of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packagesinitial Term. If Landlord and Tenant cannot agree on the Fair Market Value FMR for purposes the extension term within thirty (30) days after the date on which Tenant notifies Landlord that it is exercising the Option, then, no later than an additional thirty (30) days thereafter (the “Submission Period”), Landlord and Tenant shall each furnish to the other a notice in writing (an “FMR Notice”) stating such party’s estimate of the Extension Term then they FMR. Such notices shall engage be accompanied by a mutually agreeable independent statement from a qualified, licensed, third party party, unaffiliated real estate appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington San ▇▇▇▇▇▇/Mid-Peninsula area (the an “Appraiser”)) stating such Appraiser’s opinion of FMR. If only one (1) party’s Appraiser timely submits its opinion of FMR, such FMR shall be binding on Landlord and Tenant. If, within twenty (20) days after expiration of the parties Submission Period, Landlord and Tenant still cannot agree on the AppraiserFMR, each the two (2) Appraisers shall appoint a third qualified, licensed, third party, unaffiliated real estate appraiser (the “Referee”) within seven (7) days. If the Appraisers are unable to agree upon the selection of the Referee, then the Referee shall be selected within ten (10) days thereafter from among the Northern California panel of qualified Real Estate Industry Arbitrators of the American Arbitrator Association (the “Association”) pursuant to the Real Estate Industry Arbitration rules of the Association. The Referee shall, within thirty (30) days after appointment, render the Referee’s decision as to the FMR, which opinion shall be strictly limited to choosing one of the two determinations made by the Appraisers. The decision by the Referee shall be binding upon Landlord and Tenant, and each shall pay for its own appraisal. The cost of the Referee shall be shared equally by Landlord and Tenant. In determining FMR, Landlord, Tenant and, if applicable, the Appraisers and Referee shall each take into account all relevant factors, including, without limitation, (a) the size of the Premises and length of the extension term, (b) rent in comparable buildings in the relevant competitive market, including concessions offered to new tenants, such as free rent, tenant improvement allowances, and moving allowances, (c) Tenant’s creditworthiness and (d) the quality, age, amenities and location of the Building and the Project. 41.2. The Option is not assignable separate and apart from this Lease. 41.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least nine (9) months prior to the end of the expiration of the then-current Term. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 41.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in monetary or material non-monetary default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any monetary or material non-monetary Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Subsection 42.4(b), Landlord shall not be required to provide Tenant with further notice of such monetary or material non-monetary Default) and continuing until Tenant cures any such Default, if such monetary or material non-monetary Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its obligations under this Lease four (4) or more times and a service or late charge has become payable under Section 31.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 41.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4. 41.6. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such impasse appoint an Appraiser andexercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease four (4) or more times and a service or late charge under Section 31.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 2 contracts

Sources: Sublease Agreement (Natera, Inc.), Sublease Agreement (Natera, Inc.)

Option to Extend Term. Tenant shall have 3 options (hereinafter referred to as the option (Extension Option”) ), provided that this Lease shall be in full force and effect, without default on the part of Tenant hereunder beyond applicable notice and grace periods herein, on the date Tenant exercises the Extension Option, to extend the Term of this Lease by five for an extension term (5) years (hereinafter referred to as the “Extension Term”) of five (5) years, to commence on the day (hereinafter referred to as the “Extension Term Commencement Date”) next succeeding the Expiration Date and to expire on the entire Premises date (and no less than herein referred to as the entire Premises“Extension Term Expiration Date”) upon the following terms and conditions. Any extension of the Term pursuant to the Option which shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on day preceding the first fifth (1st5th) day anniversary of the Extension Term Commencement Date. Tenant shall exercise the Extension Option by sending a written notice thereof (which notice is hereinafter referred to as the “Extension Notice”) to the Landlord by certified mail, return receipt requested, on or before the day which shall be six (6) months prior to the Expiration Date. If Tenant shall send the Extension Notice within the time and each anniversary date thereof in accordance with Article 7. The Basic the manner hereinbefore provided, the Term of this Lease shall be deemed extended for the Extension Term upon the terms, covenants and (a) any terms, covenants, or conditions hereof that are expressly or by their nature inapplicable to the Extension Term shall not apply during such Extension Term; (b) the Base Annual Rent payable by Tenant during the Extension Term (hereinafter referred to as the “Extension Rent”) shall equal be at the greater of: (a) ninety-five percent (95%) rate of rent in place during the last year of the Fair Market Value for Term, plus an annual 3.0% increase which shall apply to each year of the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 2 contracts

Sources: Office Lease Agreement (Franklin Financial Network Inc.), Office Lease Agreement (Franklin Financial Network Inc.)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five three (53) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 42.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: of (a) ninetythe then-five percent (95%) of the Fair Market Value for the Extension Term; current Base Rent and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end East Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than fifteen (15) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (v) the extent size of the services provided or to be provided to the Premises, (w) the length of the Option term, (x) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (y) Tenant’s creditworthiness and expansion options(z) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value East Cambridge laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area East Cambridge submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select or designate any other Fair Market ValueFMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Appraiser(sOption term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2. The Option is not assignable separate and apart from this Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall bind be of the partiesessence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; (c) In the event that Tenant has defaulted in the performance of any monetary obligations or any material non-monetary obligations under this Lease two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults; or (d) If at the time Tenant exercises the Option or at the commencement of the Option term more than thirty percent (30%) of the area of the Premises has been assigned or sublet, except as a result of an Exempt Transfer. 42.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4.

Appears in 2 contracts

Sources: Lease (Oncorus, Inc.), Lease (Oncorus, Inc.)

Option to Extend Term. Tenant shall have the one (1) option (the “Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 41.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end University City submarket of the then-current TermPhiladelphia of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and shall be adjusted further increased on each annual anniversary of the Option term commencement date by two and one-half percent (2.5%). Landlord shall, within fifteen (15) days after receipt of Tenant’s extension election, give Tenant a written proposal of such FMV. If Tenant does not accept the FMV, Tenant shall notify Landlord in accordance with Article 7 hereof. “Fair Market Value” means writing within fifteen (15) days following receipt of Landlord’s determination (Tenant’s failure to deliver written notice shall be deemed Tenant’s approval and acceptance of the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the BuildingFMV determined by Landlord), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Landlord notified Tenant of Landlord’s determination of FMV, allowances or concessions granted differ from then either party may request that the terms contained same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of laboratory/research and development leasing in this Lease, an adjustment to the Fair Market Value University City submarket of Philadelphia (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they AAA. The Baseball Arbitrator selected by the parties or designated by the AAA shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Philadelphia submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 41.2. The Option is not assignable separate and apart from this Lease. 41.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least eighteen (18) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 41.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option if an uncured Default exists at the time Tenant exercises the Option or at the commencement of the extended Term. 41.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 41.4. 41.6. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease two (2) or more times and a service or late charge under Section 31.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 2 contracts

Sources: Lease Agreement (Spark Therapeutics, Inc.), Lease Agreement (Spark Therapeutics, Inc.)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 742.1. The Basic Annual Base Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value (including fair market annual escalations) for comparable office space in the end East Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”). Tenant may, no more than twelve (12) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the then-current TermFMV for the Option term. Landlord shall, and within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall be adjusted in accordance with Article 7 hereofspecify whether Tenant accepts Landlord’s proposed estimate of FMV. “Fair Market Value” means If Tenant does not accept the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newFMV, non-equity (i.e., not being offered equity in then the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingparties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value East Cambridge office/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they American Arbitration Association or any successor organization thereto (the “AAA”). The Baseball Arbitrator selected by the parties or designated by the AAA shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for office/research and development and laboratory uses) space in the Seattle, Washington area East Cambridge submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select or designate any other Fair Market ValueFMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Appraiser(sOption term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2. The Option is not assignable separate and apart from this Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least nine (9) months prior to the end of the expiration of the then-current Term. Time shall bind be of the partiesessence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its obligations under this Lease two (2) or more times and a service or late charge has become payable under Section 31.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults.

Appears in 2 contracts

Sources: Lease (EverQuote, Inc.), Lease (EverQuote, Inc.)

Option to Extend Term. 33.1. Tenant shall have the option (the “Option”) to extend the Term of this the Lease by for five additional periods of five (5) years (each an “Extended Term” and collectively referred to as the “Extension TermExtended Terms”), subject to the terms, covenants and conditions contained in the Lease and to the completion of the initial Term thereof. 33.2. The Option granted herein is with respect to, and must be exercised by Tenant with respect to, all of the Premises then subject to the Lease (the “Option Premises”). 33.3. Tenant shall exercise the Option, if at all, by giving written notice of its exercise thereof (the “Exercise Notice”) as to Landlord not more than nine (9) months nor less than six (6) months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Term pursuant initial Term. 33.4. Notwithstanding anything in the Lease to the Option contrary, the Base Rent during the first year of the Extended Term commencing on each of (i) January 1, 2015, (ii) January 1, 2025, and (iii) January 1, 2035 shall be the then Fair Market Value of the Option Premises, based on all the same terms and conditions as this Lease, except fair market rental value for comparable space in the San ▇▇▇▇ areas (the “Fair Market Rental Value”). The Fair Market Rental Value shall be determined as follows: 42.1 Basic Annual Rent shall be adjusted on the first 33.4.1. Within ninety (1st90) day days after receipt by Landlord of the Extension Term and each anniversary date thereof Exercise Notice, Landlord shall submit to Tenant in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) writing its determination of the Fair Market Value Rental Value. 33.4.2. Thereafter, the Rent for each Extended Term shall be fixed by the Extension Term; and (b) 103% mutual written agreement of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packagesparties. If either (i) Landlord and Tenant cannot are unable to mutually agree on the Fair Market Rental Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten Option Premises within thirty (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (1030) days after such impasse appoint an Appraiser anddelivery of the Landlord’s notice to Tenant of its determination, within ten or (10ii) days after Landlord elects, in its sole and absolute discretion, to set the appointment Base Rent by appraisal, the Fair Market Rental Value of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints Option Premises shall be set by appraisal, as provided in Sections 33.4.3 through 33.4.5 immediately below, subject to the sole Appraiserlimitation set forth in Section 33.4 above. 33.4.3. Within ten (10) business days after appointment the expiration of all Appraiser(s)the thirty (30) day period specified in Section 33.4.2 above, Landlord and Tenant shall each simultaneously give separately appoint a single appraiser meeting the Appraisers qualifications hereinafter set forth. Such appraisers shall then meet within fifteen (with a copy 15) days following appointment of the last to be appointed and shall attempt in good faith to agree on the other party) its determination of Fair Market ValueRental Value of the Option Premises, with such supporting data or information as each submitting party determines appropriateand to set the Rent accordingly. Within ten If they are unable to fully agree on the Fair Market Rental Value of the Option Premises within fifteen (1015) days after such submissionstheir first meeting, they shall jointly appoint a third appraiser within five (5) days after the expiration of said fifteen (15) day period to determine the Fair Market Rental Value. In the event the two appraisers first appointed fail to agree upon or appoint a third appraiser within the required period, the Appraisers third appraiser shall instead be appointed by majority vote select the American Arbitration Association at the request of either Landlord’s Landlord or Tenant as soon as possible thereafter. Such third appraiser shall, within fifteen (15) days following his appointment, conclusively and solely determine such Fair Market Rental Value and set the Base Rent for the Option Premises, which determination shall not be higher or lower than the highest and lowest Fair Market Rental Value determined by the appraisers first appointed hereinabove set forth. 33.4.4. In determining the Fair Market Rental Value of the Option Premises as of the beginning of each Extended Term, the appraisers shall not consider any added value to the Premises arising from fixtures and furnishings installed at Tenant’s expense which Tenant may remove upon termination of the Lease and which have been previously designated in writing to Landlord. The Fair Market ValueRental Value of the Option Premises shall be on an “as is” basis, including the use permitted hereunder or similar use, and Landlord shall not be required to provide any tenant improvements. 33.4.5. All appraisers selected pursuant to this Section shall be members of the American Institute of Appraisers (MAI), with at least five years of experience in the past seven years appraising retail real estate similar to the Property on a regular basis in the San ▇▇▇▇ area. Landlord and Tenant shall each bear the fees of their respective appraiser, and all other costs of any appraisals conducted pursuant to this Section shall be shared equally by Landlord and Tenant. 33.5. The Appraisers may not select Base Rent, as determined in Section 33.4 above, shall be increased on January 1, 2016 and each anniversary date of the Lease thereafter during any Extended Term (each an “Adjustment Date”) as follows: the monthly Base Rent which shall be due during each year shall be increased (but in no event decreased) by the percentage amount of the annual increase, if any, in the Consumer Price index for the San Francisco, Oakland, and San ▇▇▇▇ Metropolitan Area for All Consumers (CPI-U), as published by the United States Department of Labor, Bureau of Labor Statistics (herein the “Index”). In making the calculation just required, the Index for the calendar month which is two (2) months prior to the first month of the year for which an adjustment is to be made shall be divided by the Index published for the calendar month which is fourteen (14) months prior to the first month of the year for which the adjustment is to be made, and the quotient thus determined shall be multiplied by the monthly Base Rent being paid in the month which is two (2) months prior to the first month of the year for which the adjustment is being made to determine the new monthly Base Rent. Notwithstanding the foregoing, the rental increases on each Annual Adjustment Date shall equal a minimum of a three percent (3%) per year but shall in no event exceed six percent (6%) per year. In the event that the index shall ever be converted to a different standard reference base or designate any other Fair Market Value. The otherwise be revised, a determination of subsequent increases to the Appraiser(s) rent shall bind be made with the partiesuse of such conversion factor, formula, or table for converting the index as may be published by the Bureau of Labor Statistics. In the event that the Index shall cease to be published, the Index designed by the Bureau of Labor Statistics as replacing the Index, or the most comparable substitute, if the Bureau fails to designate a replacement, shall be used thereafter. 33.6. If Tenant, through no fault of Landlord, fails to give Landlord the required Exercise Notice within the time period and in the manner herein provided, all rights of Tenant under this Section 33 to extend the Term of the Lease shall terminate. It shall be a condition to the effective exercise of this Option that there exist no Event of Default, or any fact or circumstance which would, with the giving of notice, the passage of time or both would constitute an Event of Default, and that this Lease be in full force and effect, both on the date Landlord receives the Exercise Notice and on the date the Extended Term is to commence. If Tenant fails to timely exercise the Option for the Extended Term, the option shall immediately terminate and Tenant shall have no right to exercise the Option with respect to any future Extended Terms.

Appears in 2 contracts

Sources: Lease (Schnitzer Steel Industries Inc), Lease (Schnitzer Steel Industries Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five three (53) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the an Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 42.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: of (a) ninety-five one hundred three percent (95103%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Base Rent at the end of and (b) the then-current Termfair market value for comparable office and laboratory space in the Watertown and West Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the date that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by an FMV percentage increase. “Fair Market Value” means Tenant may, no more than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Watertown and West Cambridge laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Watertown and West Cambridge submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select or designate any other Fair Market ValueFMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Appraiser(sOption term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2. The Option is not assignable separate and apart from this Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall bind be of the partiesessence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant (i) has failed to pay Base Rent when due two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option or (ii) two (2) or more Defaults have occurred in such 12-month period, whether or not Tenant has cured such Defaults.

Appears in 2 contracts

Sources: Lease (Pandion Therapeutics Holdco LLC), Lease (Pandion Therapeutics Holdco LLC)

Option to Extend Term. 30.01 Landlord hereby grants to Tenant shall have the option to extend the term of this Lease, with respect to all, but not part of the Demised Premises. Such option term will be for a period of five (“Option”5) years. The option to extend will be exercised by Tenant's giving written notice to Landlord not less than nine (9) months prior to the expiration of the original term and Tenant's failure to so notify Landlord will be considered a forfeiture by Tenant of this option provided, however, that if at the time (a) Tenant exercises its option, or (b) the extended term is to commence, Tenant is in default hereunder, and Tenant has received notice (if notice is required) of default and (i) such default has not been cured, or (ii) the time to cure such default has expired, or (c) Tenant has assigned this Lease to sublet all or a portion of the Demised Premises, then and in any such event, Landlord may deny Tenant its rights under this Article. This option may not be exercised separately from this Lease. 30.02 The extended term will be upon the same terms, covenants and conditions as provided in this Lease including the obligation of Tenant to pay Operating Expenses and Additional Rent for the term, except: (1) there will not be any further option to extend the Term at the expiration of this Lease by five the extended term; and (52) years (the “Extension Term”) Tenant will pay to Landlord as Fixed Rent during each year of any extended term an amount equal to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension greater of the Term pursuant to Fixed Rent payable during the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day fifth year of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of original term or the Fair Market Value for (as hereinafter defined) of the Extension Term; Demised Premises. 30.03 For purposes of this Article, the Fair Rental Value of the Demised Premises, or any portion thereof, will be the amount a willing tenant would pay to a willing Landlord (neither party being forced to lease or rent and taking into account the terms of the Lease, including the fact that Tenant will continue to pay Operating Expenses. Landlord and Tenant will each, promptly after Landlord's receipt of Tenant's notice of election to extend, appoint an appraiser who will be a member of the American Institute of Real Estate Appraisers (bM.A.I.) 103or a licensed real estate appraiser. If the value determined by the appraiser arriving at the higher value ("Higher Value") will be less than 110% of the then-current Basic Annual Rent value determined by the appraiser arriving at the end lower value ("Lower Value"), the average of the thentwo values will be the Fair Rental Value provided, however, if the Higher Value will be more than 110% of the Lower Value, the two appraisers will promptly appoint a third appraiser with the foregoing qualifications who will also ascertain such value ("Third Appraiser") (if the appraisers are unable to agree on a third appraiser, such third appraiser will be appointed by the New Jersey Superior Court Assignment Judge for Mercer County acting in a non-current Termjudicial capacity) and (i) if the Thir▇ ▇▇▇▇aisal falls between the Higher Value and the Lower Value, then the determination of the Third Appraiser will be the Fair Rental Value, (ii) if the Third Appraisal is greater than the Higher Value, then the Higher Value will be the Fair Rental Value, and shall (iii) if the Third Appraisal is less than the Lower Value, then the Lower Value will be adjusted the Fair Rental Value. Landlord and Tenant will each be responsible for the fees and expenses of its appraiser and will be equally responsible for the fees of the third appraiser if such is required. The decision of the appraiser or appraisers, as the case may be, will be binding. 30.04 The Fixed Rent due pursuant to Article 30.02 is due and payable to the Landlord in accordance equal monthly installments commencing with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newmonth when the extended term of this Lease commences (any retroactive payments then due being payable within fourteen days after giving of such notice), non-equity (i.e., not being offered equity and in the Building), nonrenewal, nonexpansion and nonaffiliated tenants event of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitationany subsequent redetermination of such amount, the proposed lease adjustment thus indicated will be made promptly between the Landlord and the Tenant. 30.05 Pending resolution of the issue of the Fair Rental Value, Tenant will pay Landlord, as of the commencement of the extended term, the tenant inducementsFixed Rent utilizing the Fair Rental Value as determined by Landlord's appraiser, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the which Fixed Rent will be subject to retroactive adjustment upon final determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesissue.

Appears in 2 contracts

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

Option to Extend Term. (A) Provided that: (i) Landlord has not given Tenant notice of default more than two (2) times, (ii) there then exists no event of default by Tenant under this lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and (iii) that Tenant occupies not less than all of the Premises (except for any approved and permitted sublet to TELA Bio pursuant to Section 18 of this Lease), Tenant shall have the right and option (“Extension Option”) to extend the Term for one (1) additional period of this Lease by five three (53) years (the “Extension Renewal Term”) as ), exercisable in the following manner. If Tenant intends to exercise the entire Premises (and no Extension Option under this Section, Tenant shall give Landlord written notice not less than nine (9) months in advance of the entire Premisesscheduled Expiration Date of Tenant’s intention to extend the Term (“Tenant’s Extension Notice”), it being agreed that time is of the essence and that the Extension Option is personal to Tenant and is non-transferable to any other party, other than an Affiliate in accordance with a transfer pursuant to Section 18(b) of the Lease. Promptly after receipt of Tenant’s Extension Notice, Landlord shall advise Tenant in writing of Landlord’s reasonable determination of the then market rental rate for the Premises based upon the following terms and conditionsthen market rate for comparable lab space in Malvern sub-market. Any extension If Tenant accepts such determination in writing within fifteen days of delivery of Landlord’s market rent notice, and, if requested by Landlord, enters into a lease amendment extending the term of the Term pursuant to Lease within such fifteen days as provided in this Section, the Extension Option shall be on all effective. If Tenant does not accept Landlord’s determination of market rent within fifteen days, or does not enter into a lease amendment within such fifteen days if requested by Landlord, the Extension Option shall terminate, and the Expiration Date shall remain one hundred (100) months from the Commencement Date. The Extension Option shall be under the same terms and conditions as provided in this Lease, Lease except as follows: 42.1 Basic a. the Extension Option period shall begin at the original Expiration Date, and thereafter the Expiration Date shall be one hundred thirty-six (136) months from the Commencement Date; b. all references to the Term in this Lease shall be deemed to mean the Term as extended pursuant to this Section; c. after the Extension Option, there shall be no further options to extend; and d. the Minimum Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and payable by Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination greater of the Appraiser(s) shall bind then market rate as reasonably determined by Landlord above, or the partiesMinimum Annual Rent for the immediately preceding lease year.

Appears in 2 contracts

Sources: Lease Agreement (PhaseBio Pharmaceuticals Inc), Lease Agreement (PhaseBio Pharmaceuticals Inc)

Option to Extend Term. Tenant As of the RP Commencement Date, Section 35 of the Lease shall have the option (“Option”) to extend the Term of this Lease be modified by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon adding the following terms and conditions. Any extension of the Term pursuant provisions to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. first full paragraph of such Section: Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot are unable to agree on the Fair Market Value Rate for purposes the Renewal Term within ten (10) days of receipt by Landlord of the Extension Term then they Option Notice for the Renewal Term, Landlord and Tenant each, at its cost and by giving notice to the other party, shall engage appoint a mutually agreeable independent third party appraiser competent and impartial commercial real estate broker (hereinafter “broker”) with at least ten (10) years’ full-time commercial real estate brokerage experience in appraising the rental value geographical area of leased commercial premises (the Premises to set the Market Rate for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”)Renewal Term. If the parties caneither Landlord or Tenant does not agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, a broker within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints has given notice of the name of its broker, the single broker appointed shall be the sole Appraiserbroker and shall set the Market Rate for the Renewal Term. Within If two (2) brokers are appointed by Landlord and Tenant as stated in this paragraph, they shall meet promptly and attempt to set the Market Rate. In addition, if either of the first two (2) brokers fails to submit their opinion of the Market Rate within the time frames set forth below, then the single Market Rate submitted shall automatically be the initial monthly Base Rent for the Renewal Term and shall be binding upon Landlord and Tenant. If the two (2) brokers are unable to agree within ten (10) days after appointment of all Appraiser(s)the second broker has been appointed, Landlord and Tenant they shall each simultaneously give attempt to select a third broker, meeting the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within qualifications stated in this paragraph within ten (10) days after such submissionsthe last day the two (2) brokers are given to set the Market Rate. If the two (2) brokers are unable to agree on the third broker, either Landlord or Tenant by giving ten (10) days’ written notice to the other party, can apply to the Presiding Judge of the Superior Court of the county in which the Premises is located for the selection of a third broker who meets the qualifications stated in this paragraph. Landlord and Tenant each shall bear one-half ( 1/2) of the cost of appointing the third broker and of paying the third broker’s fee. The third broker, however selected, shall be a person who has not previously acted in any capacity for either Landlord or Tenant. Within fifteen (15) days after the selection of the third broker, the Appraisers third broker shall select one of the two Market Rates submitted by majority vote select either Landlord’s or Tenant’s Fair the first two brokers as the Market Value. The Appraisers may not select or designate any other Fair Market ValueRate for the Renewal Term. The determination of the Appraiser(s) Market Rate by the third broker shall bind the partiesbe binding upon Landlord and Tenant.

Appears in 2 contracts

Sources: Lease Agreement, Lease Agreement (Rainmaker Systems Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term term of this Lease with respect to any one or more of the Buildings, on a Building by Building basis (provided, however, that notwithstanding any other provisions of this Section 2.6, if the Connector Bridge is constructed as contemplated in Section 1.1(a) of this Lease and if Tenant elects to exercise this extension option with respect to one but not both of the Phase I Buildings, then Landlord’s election regarding removal of the Connector Bridge by Landlord at Tenant’s expense, as provided in Section 12.2(c) of this Lease, shall be exercisable in Landlord’s discretion either at the expiration of this Lease with respect to the Phase I Building for which the extension option was not exercised or at the expiration of this Lease with respect to the Phase I Building for which the extension option was exercised), at the Minimum Rental set forth in Section 3.1(b) and (c) (as applicable) and otherwise upon all the terms and provisions set forth herein with respect to the initial term of this Lease, for up to two (2) additional periods of five (5) years each, the first commencing upon the expiration of the initial term hereof and the second (applicable only to the “Extension Term”) Building or Buildings as to the entire Premises (and no less than the entire Premiseswhich a first extended term has been duly elected) commencing upon the following terms expiration of such first extended term, if any. Exercise of such option with respect to the first such extended term shall be by written notice to Landlord at least nine (9) months and conditions. Any extension not more than twelve (12) months prior to the expiration of the Term pursuant initial term hereof; exercise of such option with respect to the Option second extended term, if the first extension option has been duly exercised, shall be by like written notice to Landlord at least nine (9) months and not more than twelve (12) months prior to the expiration of the first extended term hereof. If Tenant is in default hereunder on all the same terms and conditions as this Leasedate of such notice or on the date any extended term is to commence, except as follows: 42.1 Basic Annual Rent then the exercise of the option shall be adjusted on of no force or effect, the first (1st) day of the Extension Term extended term shall not commence and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term this Lease shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent expire at the end of the then-then current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity term hereof (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or at such earlier time as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided Landlord may elect pursuant to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in default provisions of this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an AppraiserTenant properly exercises one or more extension options under this Section, then all references in this Lease (other than in this Section 2.6) to the Appraiser the other party appoints “term” of this Lease shall be construed to include the sole Appraiserextension term(s) thus elected by Tenant. Within ten (10) days after appointment of all Appraiser(s)Except as expressly set forth in this Section 2.6, Landlord and Tenant shall each simultaneously give have no right to extend the Appraisers (with a copy to the other party) term of this Lease beyond its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesprescribed term.

Appears in 1 contract

Sources: Sub Sublease (Assembly Biosciences, Inc.)

Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the option two (“Option”2) consecutive options to extend the Term for a period of this Lease by five (5) years each time, each option to be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least one hundred eighty (180) days prior to (but not more than two hundred ten (210) days prior to) the “Extension expiration of the Term, as it 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 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 option or at the time the applicable Term would otherwise have expired if the applicable option had not been exercised. (b) as If Tenant exercises its options to extend the entire Premises Term, Landlord shall, within thirty (and no 30) days after the receipt of Tenant's notice of exercise, notify Tenant in writing of Landlord's reasonable determination of the Base Rent for the Demised Premises, which amount shall not be less than Base Rent for the entire Premisesprior Term for the applicable five (5) upon year option period, taking into account all relevant factors for space of this type in the following terms and conditionsLithia Springs, Georgia area. Any extension Tenants shall have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the Base Rent and therefore that Tenant elects to retract is option to extend the Term, in which case the Term, as it may have been previously extended, shall expire on its scheduled expiration date and Tenant's option to extend the Term pursuant to the Option shall be void and of no further force and effect. If Tenant does not notify Landlord of such retraction within thirty (30) days of its receipt of Landlord's notice, Base Rent for the Demised Premises for the applicable extended term shall be the Base Rent set forth in Landlord's notice to Tenant. (c) Except for the Base Rent, which shall be determined as set forth on subparagraph (b) above, leasing of the Demised Premises by Tenant for the applicable extended term shall be subject to all of the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained set forth in this Lease, an adjustment including Tenant's obligation to pay Tenant's share of Operating Expenses as provided in this Lease; provided, however, that any improvement allowances, rent abatements, or other concessions applicable to the Fair Market Value Demised Premises during the initial Term shall not be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after applicable during any such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesextended term.

Appears in 1 contract

Sources: Consent and Agreement (Crain Industries Inc)

Option to Extend Term. Landlord hereby grants to Tenant shall have the option (“Option”) right to extend the Term term of this Lease by for an additional five (5) years year period commencing upon the expiration of the initial ten (the “Extension Term”10) as to the entire Premises (and no less than the entire Premises) year term on December 31, 2006, but nevertheless, only upon the following terms and conditions. Any extension : A. That Tenant is not in material default under any of the Term pursuant terms, covenants and conditions of this Lease on the part of Tenant to be performed both at the time of the exercise of such option and at the commencement of the extended term. B. That Tenant give Landlord twelve (12) months' prior written notice of Tenant's election to exercise such option, such notice to be actually received by Landlord at least twelve (12) months prior to date the option is to take effect. C. That Tenant shall pay as rent during the extended term the fair market rental value which is deemed to be the rental rate then being offered to prospective tenants for new leases as of the date of the commencement of the extended term for comparable premises in the City National Bank Building, or if no comparable premises in the Building are on the market at that time, the rate for comparable premises in comparable office Buildings in the downtown Los Angeles area, provided that in no event shall the rent for the extended term be less than the herein rental rate paid by Tenant for the premises for the last month of the initial ten (10) year term of this Lease. The determination of such fair market rental value shall take into consideration all the elements which are generally and usually considered in the real estate industry to establish a fair market rental value for comparable premises, including but not limited to the Option size and location of the premises, the quality and extent of the improvements existing in the premises, operating cost and tax increases, cost of living and other rental adjustments, the location of the premises in the Building, the floor height of the premises and other economic factors generally allowed a tenant in such market for comparable premises, such as a free rent allowance, provided that the determination of fair market rental value shall not include any imputation of monetary value to fair market rental factors not a constituent part of the extension option, such as, for example, a reduction of rental for a brokerage commission where Landlord has no obligation to pay such commission, or a reduction for a relocation allowance, or a tenant improvement allowance based on unimproved or raw space. In any event the fair market rental value of the premises shall be on all the same terms determined by employing sound business judgment and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Termgenerally accepted appraisal practices, and shall be adjusted established in accordance with Landlord's then standard leasing practices for premises based upon the rentable area. Escalations under Article 7 hereof. “Fair Market Value” means 20 for the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion taxes and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if anyoperating expenses, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the PremisesMetrorail and Pershing Square Benefit Assessments, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in any charges under other provisions of this Lease, an adjustment shall be passed through to Tenant in addition to the Fair Market Value base monthly rental. In no event shall the rent for the extended term be made on a basis consistent with less than the adjustments commonly made in herein rental rate paid by Tenant for the market premises for comparable differences and concession packages. the last month of the initial ten (10) year term of this Lease. D. If Landlord and Tenant cannot the parties agree on the Fair Market Value rent for purposes the extended term, they shall immediately execute an amendment to this Lease stating the rent for the extended term. If the parties are unable to agree on the rent for the extended term then within ninety (90) days prior to the commencement of the Extension Term then they extended term, each party, at its cost and by giving notice to the other party, shall engage appoint a mutually agreeable independent third party real estate appraiser with at least ten five (105) years’ years full-time commercial appraisal experience in appraising the rental value of leased commercial premises (area in which the Premises are located to appraise and set the rent for research and development and laboratory uses) in the Seattle, Washington area (extended term based upon the “Appraiser”)foregoing formula. If the parties cana party does not agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, appraiser within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints has given notice of the name of its appraiser, the single appraiser appointed shall be the sole Appraiserappraiser and shall set the rent for the extended term. Within If the two (2) appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the rent for the extended term. If they are unable to agree within 30 days after the second appraiser has been appointed, they shall elect a third appraiser meeting the qualifications stated in this Paragraph within ten (10) days after appointment the last day of all Appraiser(s)the thirty (30) day period given the two appraisers to set the rent. Each of the parties shall bear one-half (1/2) of the cost of appointing a third appraiser and of paying the third appraiser's fee. The third appraiser, Landlord and Tenant however selected, shall each simultaneously give the Appraisers (with be a copy to the other person who has not previously acted in any capacity for either party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten thirty (1030) days after such submissionsselection of the third appraiser, a majority of the appraisers shall set the rent for the extended term. If the majority of the appraisers are unable to set the rent within the stipulated period of time, the Appraisers two (2) appraisals that are closest in amount shall be added together and their total divided by majority vote select either Landlord’s or Tenant’s Fair Market Valuetwo (2); the resulting quotient shall be the fair market rental value for the premises. E. That Tenant shall execute an Addendum confirming the extension of the Term of this Lease and the rental, provided that this option shall be self-operating and that, once exercised by Tenant no further documentation by the parties hereto shall be necessary in order to extend the Term of this Lease. F. That time is expressly made of the essence of this option. This lease consists of FORTY-THREE (43) Articles consecutively numbered. RULES AND REGULATIONS OF THE BUILDING REFERRED TO HEREIN WHICH CONSTITUTE A PART OF THIS LEASE 1. The Appraisers sidewalks, entrances, lobby, garage, elevators, stairways and public corridors shall be used only as a means of ingress and egress and shall remain unobstructed at all times. The entrance and exit doors of all suites are to be kept closed at all times, except as required for orderly passage to and from a suite. Loitering or congregating in any part of the building or obstruction of any means of ingress or egress shall not be permitted. Doors and windows shall not be covered or obstructed except that Landlord shall have the right to require Tenant to keep the drapes closed at all times. 2. Plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no rubbish, newspapers, trash or other substances of any kind shall be thrown into them. Walls, floors and ceilings shall not be defaced in any way, and no one shall be permitted to ▇▇▇▇, drive nail, screw or drill into, paint, or In any way mar any building surface, except that pictures, certificates, licenses and similar items normally used in Tenant's business may not select be carefully attached to the walls of the demised premises by Tenant in a manner to be prescribed by Landlord. Upon removal of such items by Tenant, any damage to the walls or designate other surfaces, except minor nail holes, shall be repaired by Tenant. 3. No awning, shade, sign, advertisement or notice shall be inscribed, painted, displayed or affixed on, in or to any window or door or any other Fair Market Valuepart of the outside or inside of the building or the demised premises. No window displays or other public displays shall be permitted, without the prior written consent of Landlord. Tenant shall not solicit other tenants in the building. Drapes may be installed by tenants provided they are of such color, material, construction and installation as may be prescribed by landlord. All tenant identification on public corridor doors will be installed by Landlord for Tenant, but the cost shall be paid by Tenant. No lettering or signs other than the name of the Tenant will be permitted on public corridor doors, with the size and type of letters to be prescribed by Landlord. The determination bulletin board or directory of the Appraiser(sbuilding will be provided exclusively for the display of the name and location of Tenant only, and Landlord reserves the right to exclude all other names therefrom and to assess its Building Standard charge for each and every name other than the name of Tenant which Tenant may desire to be placed upon such bulletin board and to which Landlord may consent. All requests for listing of Tenants on the Directory of Building Tenants must be submitted to the office of the building in writing. Landlord reserves the right to approve all listing requests. 4. Electric wiring of every kind and telephone outlets shall be installed in a manner as will be prescribed by Landlord. The location of convenience outlets, electric light outlets, power outlets and telephone outlets shall be approved by Landlord, but the cost of installation thereof shall be borne by Tenant. 5. The weight, size and position of all safes and other unusually heavy objects used or placed in the building shall be prescribed by Landlord and shall, in all cases, stand on metal plates of such size as shall be prescribed by Landlord. The repair of any damage done to the building or property therein by putting in or taking out or maintaining such safes or other unusually heavy objects shall be paid for by Tenant. 6. All freight, furniture, fixtures and other personal property shall only be moved into, within and out of the building at times designated by and under the super vision of Landlord and in accordance with such regulations as may be posted in the office of the building. In no event will Landlord be responsible for any loss or damage to such freight, furniture, fixtures or personal property from any cause. 7. No improper noises, vibrations or odors will be permitted in the building, nor shall any person be permitted to interfere in any way with tenants or those having business with them. No person will be permitted to bring or keep within the building any animal, bird or bicycle. No person shall throw trash, refuse, cigarettes or other substances of any kind any place within or out of the building, except in the refuse containers provided therefor. No person shall be employed by Tenant to do janitor work in any part of said building without the written consent of Landlord. Landlord reserves the right to exclude or expel from the building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the rules and regulations of said building. 8. The storage of goods, wares or merchandise on the premises will not be permitted except in areas specifically designated by Landlord for storage. No auction, public or private, will be permitted in the premises. Articles of unusual size or weight and articles which exceed the design floor weight of the building are not permitted in the building, unless permitted by Landlord in writing. 9. The requirements of Tenant will be attended only upon application at the office of the building. Landlord's employees shall not perform any work or do anything outside of their regular duties unless under special instruction from the office of the building, and no such employee shall admit any person (Tenant or otherwise) to any office without specific instructions from the office of the building. 10. All keys shall bind be obtained from Landlord, and all keys shall be returned to Landlord upon termination of this lease. Tenant shall not change the partieslocks or install other locks on the doors. 11. Any Tenant using the premises after regular business hours or on non-business days shall lock any entrance doors to the building used by Tenant immediately after entering or leaving the building. Tenant, his employees, agents or associates, or other persons entering or leaving the building when it is so locked may be required to sign the building register when so doing, and any watchman in charge may refuse to admit Tenant or any of Tenant's employees, agents or associates, or any other person to the building while it is so locked without a pass previously arranged or other satisfactory identification showing such person's right to access to the building at such time. However, Landlord assumes no responsibility whatsoever in connection therewith and shall not be liable for any damage resulting from any error in regard to any such pass or identification or from the admission of or refusal to admit, any person to said building. 12. Tenant shall be deemed to have read these rules and to have agreed to abide by them as a condition to his occupancy of the space herein leased. THIS LEASE AGREEMENT WILL NOT BECOME EFFECTIVE OR A BINDING AGREEMENT BETWEEN THE PARTIES UNTIL IT HAS BEEN COUNTERSIGNED BY CITINATIONAL-BUCKEYE BUILDING CO. AND A COPY EXECUTED BY ALL THE PARTIES HERETO HAS BEEN RETURNED TO THE TENANT. LANDLORD: TENANT: CITINATIONAL-BUCKEYE BUILDING CO., CITY NATIONAL BANK, a California limited partnership a national banking association By: OLIVE-SIXTH BUCKEYE CO., General Partner By: --------------------------- Title : ----------------------- By: ------------------------------------ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, General Partner EXHIBIT A [CHARTS OF FINAL FLOOR PLANS FOR CITY NATIONAL BANK. FLOORS 1, 2, 3, 6, 9, 10] SUPPLEMENTARY PARKING AGREEMENT THIS PARKING AGREEMENT IS made as of September 30, 1996, between CITINATIONAL BUCKEYE BUILDING CO., hereinafter designated the Landlord, and CITY NATIONAL BANK, a national banking association, hereinafter designated the Tenant, as a supplement to Article 6 of Tenant's Lease of Premises in the City National Bank Building, of the same date, to which this Supplementary Parking Agreement is attached.

Appears in 1 contract

Sources: Office Building Lease (City National Corp)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Alameda/San Mateo County market of the then-current Termcomparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newLandlord shall, non-equity within fifteen (i.e., not being offered equity in the Building15) days after receipt of Tenant’s Option Notice (defined below), nonrenewalgive Tenant a written proposal of Landlord’s estimate of the FMV for the Option Term. Within fifteen (15) days after receipt of such estimate, nonexpansion and nonaffiliated tenants Tenant shall notify Landlord whether Tenant accepts Landlord’s proposed estimate of similar financial strength for comparable space in comparable laboratory buildings comparably locatedFMV. If Tenant does not accept the FMV, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant market, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord of its objection to Landlord’s estimate of the FMV, allowances then Tenant may either (i) rescind its exercise of the Option or concessions granted differ from (ii) request that the terms contained in this Lease, an adjustment to FMV be determined using the Fair Market Value following procedures: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Alameda/San Mateo County laboratory/research and development leasing market (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they American Arbitration Association or any successor organization thereto (the “AAA”). The Baseball Arbitrator selected by the parties or designated by the AAA shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for office and laboratory/research and development and laboratory uses) space in the Seattle, Washington area Alameda/San Mateo County market and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2 The Option is not assignable separate and apart from this Lease. 42.3 The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option (the “Option Notice”) at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadline to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4 Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option during the time that Tenant is in monetary default or any other Default (provided, however, that, for purposes of this Section, Landlord shall not be required to provide Tenant with notice of such Default except as otherwise required in Section 31.4) under any provisions of this Lease and continuing until Tenant has cured the default. 42.5 The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4. 42.6 All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease two (2) or more times and a service or late charge under Section 31.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 1 contract

Sources: Lease Agreement (Depomed Inc)

Option to Extend Term. Provided that Tenant is not in default under the Lease after the lapse of any applicable cure periods, Tenant shall have the one (1) option (“Option”) to extend the Term of this the Lease by for an additional period of five (5) years (the Extension Option Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all of the same terms and conditions as this of the Lease, except as follows: 42.1 Basic Annual expressly provided below in this Section 2.4. Tenant may exercise the Option by delivering written notice to Landlord of its intention to so extend the term of the Lease no later than June 30, 2012. Base Rent payable during the Option Term shall be adjusted on the first greater of (1sta) day Eighty-Four Thousand Four Hundred Sixty-One and 13/100 Dollars ($84,461.13) per month, plus cumulative annual increases of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent three percent (3%) during the Extension Term shall equal the greater of: Option Term, or (ab) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and Rate (bas defined below) 103% as of the then-current Basic Annual Rent at date on which Tenant exercises the end of Option. The “Market Rate” shall mean the then-current Term, terms and shall conditions which would be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, offered to a non-equity (i.e.equity, not being offered equity non synthetic-lease tenant for comparable laboratory space with improvements of comparable age, appearance and quality of construction located in the Building), nonrenewal, nonexpansion and nonaffiliated tenants Sorrento Mesa submarket of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingSan Diego, taking into consideration all relevant factorsaccount the value of existing tenant improvements over standard tenant improvements, includingparking ratios, without limitationrental rates, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or rent concessions, if anyoperating expense base year, rent increases and excluding specialized tenant improvements or tenant paid improvements for a comparable termequivalent location, access, visibility and signage. Comparable lease terms shall be based on five (5) year transactions with corresponding adjustments to rental rates and concessions. Landlord shall determine the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent Rate by using its good faith judgment and shall provide written notice of the services provided Market Rate to Tenant within fifteen (15) days after Tenant delivers notice of exercise of the Option. Tenant shall have thirty (30) days (“Tenant’s Review Period”) after receipt of Landlord’s notice of the Market Rate within which to accept such rent or to be provided to the Premises, and contraction and expansion optionsreasonably object thereto in writing. In the event that Tenant objects, Landlord and Tenant shall attempt to agree upon the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packagesRate using their good faith efforts. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten are unable to reach agreement within fifteen (1015) years’ experience in appraising the rental value of leased commercial premises days following Tenant’s Review Period (for research and development and laboratory uses) in the Seattle, Washington area (the AppraiserOutside Agreement Date”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints matter shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy submitted to the other party) its determination of Fair Market Value, with such supporting data or information arbitration as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.provided in this Section 2.4 below:

Appears in 1 contract

Sources: Building Lease Agreement (Artes Medical Inc)

Option to Extend Term. A. Subject to the terms set forth below, Tenant shall have the option two (2) Options (each, an “Option”) to extend the Term of this Lease by Agreement for a period of five (5) years (the each, an Extension Option Term”) as to immediately following the entire Premises (and no less than initial Term, or the entire Premises) upon the following terms and conditionsfirst Option Term, if applicable. Any extension of the Term pursuant to the The Option shall be on all the same terms and conditions as this Leaseexercised, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first if at all, by written notice delivered by Tenant to Landlord not later than nine (1st9) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at full months prior to the end of the then-current initial Term, or the first Option Term, if applicable, of this Lease Agreement (time being of the essence). Provided Tenant has properly and timely exercised the Option, the initial Term, or the first Option Term, if applicable, of this Lease Agreement shall be extended by the Option Term, and all terms, covenants and conditions of the Lease Agreement shall remain unmodified and in full force and effect, except for the Minimum Rental, which shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means based upon the then-prevailing average annual rate that comparable landlords have accepted market rates for the Premises. B. Such Option granted to Tenant in current transactions from new, non-equity (i.e., not being offered equity in this Lease Agreement is personal to the Building), nonrenewal, nonexpansion original Tenant and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, may be exercised only by the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to original Tenant while occupying the Premises, who does so without the intent of thereafter assigning this Lease Agreement or subletting the Premises or any portion thereof, and contraction and expansion options. In may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant. C. Tenant shall have no right to exercise its Option, notwithstanding any provision in the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment grant of Option to the Fair Market Value shall be made on a basis consistent with contrary, (i) during the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree period of time commencing on the Fair Market Value date after a monetary obligation to Landlord is due from Tenant and unpaid (without any necessity for purposes of notice thereof to Tenant) and continuing until the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten obligation is paid, or (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory usesii) in the Seattleevent that Landlord has given to Tenant three or more notices of monetary default whether or not the defaults are cured, Washington area (during the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment 12-month period of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy time immediately prior to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, time that Tenant attempts to exercise the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiessubject Option.

Appears in 1 contract

Sources: Lease (Winmark Corp)

Option to Extend Term. a. Provided that an Event of Default is not then continuing, Tenant shall have the right and option (“Extension Option”) to extend the Term for two (2) additional periods of this Lease by five (5) years each (the each an “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon ), exercisable in the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packagesmanner. If Tenant is desirous of exercising an Extension Option under this Section 28, Tenant shall give Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with prior written notice, at least ten (10), but no more than fifteen (15) years’ experience months in appraising advance of the rental value next scheduled Expiration Date, of leased commercial premises Tenant’s intention to extend the Term (for research and development and laboratory uses“Tenant’s Extension Notice”), it being agreed that time is of the essence. Within thirty (30) in days after receipt of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of rent, which shall be equivalent to ninety-five (95%) percent of Fair Market Rental Value (defined below) as determined pursuant to this Section 28, which Landlord proposes to be applicable to the Seattle, Washington area Extension Term (the AppraiserLandlord’s Extension Rent Notice”). If the parties cannot agree on the Appraiser, each Landlord shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment include with Landlord’s Extension Rent Notice data in support of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole AppraiserLandlord’s determination of Fair Market Rental Value. Within ten (10) days after appointment following Tenant’s receipt of Landlord’s Extension Rent Notice, Tenant shall notify Landlord in writing (the “Tenant Response”) that Tenant either (1) accepts Landlord’s determination of rent for the Extension Term (“Landlord’s Determination”), or, (2) disagrees with Landlord’s Determination and proposes Tenant’s determination of rent for the Extension Term (“Tenant’s Determination”), in which case the procedure set forth in Section 28(a)(i) shall operate, and Fair Market Rental Value will be determined as follows. i. During the fifteen (15) days following Tenant’s Response, Landlord and Tenant shall attempt to agree on the rent for the Extension Term, or if not successful, upon a single appraiser who (a) shall be an MAI member of the Appraisal Institute certified to perform appraisals in Pennsylvania in accordance with applicable law (b) shall have a minimum of ten (10) years experience in real estate leasing in ▇▇▇▇▇▇▇ County, Pennsylvania, or appraisal of leases in first class suburban office buildings located in the Great Valley/Malvern, Pennsylvania area and (c) has not conducted within the previous one (1) year, does not presently conduct, and does not anticipate conducting a material amount of business with either Landlord or Tenant or their affiliates, or otherwise have a financial interest in either Landlord or Tenant or their affiliates and who is otherwise independent (the “Appraiser Qualification”). If Landlord and Tenant are unable to agree upon a single appraiser within such fifteen (15) day period, then Landlord and Tenant shall draw by lot to determine which of them (the “First Party”) within the following seven (7) days shall provide the other party (the “Second Party”) with the names and qualifications of three (3) appraisers who are acceptable to the First Party and who meet the Appraiser Qualifications. Such list shall be accompanied by a statement of all Appraiser(s)business conducted by each such proposed appraiser with the First Party and its affiliates within the previous one (1) year. The Second Party within seven (7) days thereafter shall select one (1) of the three (3) appraisers and shall notify the First Party in writing of its selection. The appraiser so selected shall be the appraiser hereunder for purposes of the determination of Fair Market Rent. The parties shall share equally the cost of the appraiser. ii. During the seven (7) days following the selection of the appraiser, Landlord and Tenant shall each simultaneously give prepare a written critique of the Appraisers (with a copy to the other party) its other’s determination of Fair Market Rental Value, as set forth in its Determination Notice, and on the seventh (7th) day Landlord and Tenant shall deliver to each other their written critiques. On the tenth (10th) day following delivery of the critiques to each other, Landlord’s and Tenant’s determinations of Fair Market Rent (as originally set forth in their Determination Notices, with such supporting data no modifications or information as each submitting party determines appropriateadditions whatsoever permitted), and Landlord’s and Tenant’s critiques shall be submitted to the appraiser. Within ten fifteen (1015) days after such submissionsthereafter, the Appraisers appraiser shall by majority vote select either decide in writing whether the Landlord’s or the Tenant’s determination of the Fair Market Rental Value is more correct, and shall state in detail the reasons therefor. The determination so chosen shall be the Fair Market Rental Value. The Appraisers may not select appraiser shall be empowered to choose only between the Landlord’s and the Tenant’s determinations, and shall reach no other or designate any other compromise decision. The appraiser’s decision shall be final and binding on Landlord and Tenant. b. Each Extension Term shall begin on the Expiration Date and thereafter the Expiration Date shall be deemed to be, following the exercise of the first Extension Option, twelve and one-half (12- 1/2)years following the Commencement Date, and following the exercise of the second Extension Option, seventeen and one-half (17- 1/2) years following the Commencement Date. c. Upon the exercise of the first Extension Option there shall be only one option remaining, and following the exercise of the second Extension Option, or upon failure to exercise the first Extension Option, there shall be no further options to extend. d. The Minimum Annual Rent payable by Tenant shall be ninety-five (95%) per cent of the Fair Market Rental Value. The determination , as defined below, as of the Appraiser(s) commencement of each Extension Term; provided, however, that in no event shall bind the partiesMinimum Annual Rent payable by Tenant during any lease year of any Extension Term be less than the Minimum Annual Rent payable by Tenant during the final lease year immediately preceding the current Extension Term. e. For the purposes of this Section 28, “Fair Market Rental Value” shall mean, as of the date in question, the then current annual rental charge, including provisions for subsequent increases and other adjustments for leases or agreements to lease then currently being negotiated, or executed in comparable space located in the Building (if applicable), Great Valley Corporate Center, Malvern, Pennsylvania, and leases or agreements to lease then currently being negotiated or executed for comparable class “A” office space located elsewhere in office buildings owned by Landlord located in the Great Valley/Malvern, Pennsylvania area, for a term commencing on or about the then scheduled Expiration Date of this Lease. In determining Fair Market Rental Value, the following factors, among others, shall be taken into account and given effect: size, location of premises, lease term, condition of Building, condition of the premises, economic concessions (including tenant improvements being performed by landlords for tenants, or tenant improvement allowances being granted by landlords to tenants), then being granted by Landlord to tenants and services provided by the Landlord.

Appears in 1 contract

Sources: Agreement of Lease (Auxilium Pharmaceuticals Inc)

Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the one (1) option (“Option”) to extend the Term for a period of this Lease by five (5) years years, such option to be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least one hundred eighty (180) days prior to (but not more than two hundred ten (210) days prior to) the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Term, as it 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 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 option or at the time the applicable Term pursuant would otherwise have expired if the applicable option had not been exercised. (b) If Tenant exercises its option to extend the Option 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 prevailing market rent for the Demised Premises for the extended Term taking into account all relevant factors for space of this type in the Grapevine, Texas area. Tenant shall have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the Base Rent and therefore that Tenant elects to retract its option to extend the Term, in which case the 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 on void and of no further force and effect. If Tenant does not notify Landlord of such retraction within thirty (30) days of its receipt of Landlord's notice, Base Rent for the Demised Premises for the applicable extended term shall be the Base Rent set forth in Landlord's notice to Tenant. (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 applicable extended term shall be subject to all of the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained set forth in this Lease, an adjustment 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 other concessions applicable to the Fair Market Value Demised Premises during the initial Term shall not be made on a basis consistent with the adjustments commonly made applicable during any such extended term, nor shall Tenant have any additional extension options unless expressly provided for in the market for comparable differences and concession packagesthis Lease. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give enter 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 Appraisers (with renewal that Tenant deliver to Landlord a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination reaffirmation of the Appraiser(s) shall bind guaranty in which the partiesguarantor acknowledges Tenant's exercise of its renewal option and reaffirms that the guaranty is in full force and effect and applies to said renewal.

Appears in 1 contract

Sources: Industrial Lease Agreement (Rockwell Medical Technologies Inc)

Option to Extend Term. a. Tenant shall have and is hereby granted the option (“Option”) to extend the Term hereof for two (2) periods of this Lease by five (5) years each (each, an “Extension Period”) commencing on the date immediately following the Lease Expiration Date, or on the date immediately following the last day of the first Extension Period, as applicable, provided that: (i) Tenant delivers written notice (the “Extension TermNotice”) as to Landlord, not more than fifteen (15), or less than twelve (12), months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant Lease Expiration Date, or prior to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) last day of the first Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during Period, as applicable, time being of the essence, of Tenant’s irrevocable election to exercise such extension option (provided, however, that if the Premises contains more than 63,492 rentable square feet, Tenant shall deliver the Extension Term shall equal Notice to Landlord not more than eighteen (18), or less than fifteen (15), months prior to the greater of: Lease Expiration Date, or prior to last day of the first Extension Period, as applicable); (aii) ninetyno event exists at the time of the exercise of such option or arises subsequent thereto, which event by notice and/or the passage of time would constitute an Event of Default if not cured within the applicable cure period; and (iii) Tenant has not assigned its interest in the Lease or sublet more than thirty-five percent (9535%) of the Premises (except to an Affiliate of Tenant. Notwithstanding the foregoing, Tenant may elect to extend the Term hereof pursuant to the terms of this Section 22 with respect to the entire Premises, or alternatively, with respect to any full floor(s) which comprise the Premises as of the date Tenant delivers the Extension Notice to Landlord, which notice shall set forth the portion of the Premises which shall be subject to the applicable Extension Period. Notwithstanding the foregoing, if Tenant delivers to Landlord, not more than nineteen (19), or less than sixteen (16), months prior to the Lease Expiration Date, or prior to the last day of the first Extension Period, as applicable, written notice (the “Extension Period Proposed Rent Notice”) requesting that Landlord furnish Tenant with Landlord’s proposed Annual Base Rent, Base Year and other material economic terms and conditions for the first or second (2nd) Extension Period, as applicable, Landlord shall furnish Tenant with such proposed terms and conditions within thirty (30) days after Landlord’s receipt of the Extension Period Proposed Rent Notice (provided, however, that if the Premises contains more than 63,492 rentable square feet, Tenant shall deliver the Extension Period Proposed Rent Notice to Landlord not more than twenty-one (21), or less than eighteen (18), months prior to the Lease Expiration Date, or prior to last day of the first Extension Period, as applicable). b. All terms and conditions of the Lease, including without limitation all provisions governing the payment of Additional Rent and annual increases in Annual Base Rent, shall remain in full force and effect during the any Extension Period, except that (i) Annual Base Rent (on a per rentable square foot basis) payable during each Extension Period shall equal the Fair Market Value for Rental Rate (hereinafter defined) at the time of the commencement of the applicable Extension Period; (ii) Landlord shall provide a “market” improvement allowance, rental abatement and other tenant concessions in connection with the Extension TermPeriod; and (biii) 103% the “Base Year” for Tenant’s Proportionate Share of the then-current Basic Annual Rent at the end increases in Operating Expenses and Tenant’s Proportionate Share of the then-current Term, and increases in Real Estate Taxes shall be adjusted mutually determined by and between Landlord and Tenant. As used in accordance with Article 7 hereof. this Lease, the term “Fair Market ValueRental Ratemeans shall mean the then-prevailing average annual fair market rental rate that would be agreed upon between a landlord and a tenant entering into a lease for comparable landlords have accepted space as to location, configuration, size and use, in current transactions from newa comparable building as to quality, non-equity (i.e., not being offered equity reputation and age which is located in the Building)Dulles Toll Road Corridor submarket, nonrenewalwith a comparable build-out and a comparable term assuming the following: (A) the landlord and tenant are informed and well-advised and each is acting in what it considers its own best interests; (B) the landlord shall provide a “market” tenant improvement allowance, nonexpansion free rent period and nonaffiliated other tenant concessions typically provided to tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with for leases having terms comparable size, quality to the applicable Extension Period; and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, (C) the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, will continue to pay its proportionate share of increases (over a new “Base Year” as negotiated by and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If between Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory usesTenant) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord Operating Expenses and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information Real Estate Taxes as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdescribed above.

Appears in 1 contract

Sources: Deed of Lease (K12 Inc)

Option to Extend Term. Tenant shall have the option two (2) options (each, an “Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) each as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the an Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 42.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end East Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise such Option (“FMV”), and in each case shall be adjusted in accordance with Article 7 hereofincreased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the next Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise an Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (v) the extent size of the services provided or to be provided to the Premises, (w) the length of the Option term, (x)rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (y) Tenant’s creditworthiness and expansion options(z) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising an Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value East Cambridge laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area East Cambridge submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers may not select or designate any other Fair Market Value. The determination of Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the Appraiser(s) shall bind the parties.right to submit

Appears in 1 contract

Sources: Lease (Cyclerion Therapeutics, Inc.)

Option to Extend Term. Tenant shall have the one (1) option (the “Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 42.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end East Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the date that Tenant gives Landlord written notice of Tenant’s election to exercise the Option, including the then-current Termfair market value annual escalations of Base Rent (“FMV”). Tenant may, and no more than thirteen (13) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall be adjusted in accordance with Article 7 hereofspecify whether Tenant accepts Landlord’s proposed estimate of FMV. “Fair Market Value” means If Tenant does not accept the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newFMV, non-equity (i.e., not being offered equity in then the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingparties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (v) the extent size of the services provided or to be provided to the Premises, (w) the length of the Option term, (x) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (y) Tenant’s creditworthiness and expansion options(z) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value East Cambridge laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area East Cambridge submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2. The Option is not assignable separate and apart from this Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default; (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default other than any notice from Landlord that may be required under Article 31 of this Lease) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; (c) At the time Tenant exercises its Option and as of the last day of the initial Term, Tenant has not (i) subleased any Rentable Area of the Premises, and (ii) assigned this Lease, except in connection with an Exempt Transfer; (d) In the event that Tenant has defaulted in the performance of its obligation to pay Base Rent, Operating Expenses or the Property Management Fee two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults; or (e) In the event that Tenant has been in Default of any material non-monetary obligations under this Lease or its obligation to pay Additional Rent (excluding Operating Expenses and the Property Management Fee) two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 66 42.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4. 42.6. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has been in Default under this Lease two (2) or more times and a service or late charge under Section 31.1 has become payable for any such Default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesDefaults.

Appears in 1 contract

Sources: Lease Agreement (Synlogic, Inc.)

Option to Extend Term. Landlord hereby grants Tenant shall have the option (“Option”) right to extend the Term of this the Lease by five for one (5I) additional period of three (3) years (such extended period is hereinafter referred to as the “Extension Extended Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions contained in the Lease, except that (i) Base Rent for an Extended Term shall be as set forth hereinbelow, (ii) no additional options to extend shall apply following the expiration of applicable Extended Term (other than as expressly set forth above), and (iii) Landlord shall have no obligation to make any improvements to the Premises or contribute any amounts therefor. Written notice of Tenant’s exercise of its option to extend (“Option to Extend”) the Tem1 of this Lease for the Extended Term must be given to Landlord no less than six (6) months prior to the date the Term of the Lease would otherwise expire. If Tenant is in default under this Lease, except Tenant shall have no Option to Extend the Term of this Lease until such default is cured within the cure period set forth in this Lease for such default, if any; provided, that the period of time within which said Option to Extend may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise said Option to Extend because of a default. In the event Tenant validly exercises its Option to Extend the Term of this Lease as follows: 42.1 Basic Annual herein provided, Base Rent shall be adjusted on the first (1st) day as of the Extension commencement date of the Extended Term and each anniversary date thereof as follows (but in accordance with Article 7. The Basic Annual no event shall it be less than the Base Rent during for the Extension Term shall equal month immediately prior to the greater of: commencement of the Extended Term): (a) ninety-five percent Not later than six (95%6) months prior to the commencement of an Extended Term, Landlord shall provide Tenant with Landlord’s determination of the Fair Market Value fair market Base Rent for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current such Extended Term, and shall be adjusted in accordance with Article 7 hereof. including periodic increases as dictated by the current market (Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants Landlord’s Determination of similar financial strength Base Rent for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “AppraiserExtended Term”). If the parties cannot agree on the Appraiser, each Tenant shall provide notice to Landlord within ten (10) days after receipt of such impasse notice from Landlord as to whether Tenant accepts Landlord’s Determination of Base Rent for Extended Term. In the event Tenant does not agree to Landlord’s Determination of Base Rent for Extended Term, Landlord and Tenant shall attempt to agree upon Base Rent for the Premises for the Extended Term, such rent to be the fair market Base Rent installment of rent for the Premises for the Extended Term, as defined in Subsection (c) below. If the parties are unable to agree upon the Base Rent for the Extended Term by the date three (3) months prior to the commencement of the Extended Term, then within ten (10) days thereafter each party, at its own cost and by giving notice to the other party, shall appoint a real estate appraiser with at least five (5) years full-time commercial real estate appraisal experience in the area in which the Premises are located to appraise and set Base Rent for the Extended Term. If a party does not appoint an Appraiser andappraiser within ten ( I 0) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set Base Rent for the Extended Term. If each party shall have so appointed an appraiser, the two (2) appraisers shall meet promptly and attempt to set the Base Rent for the Extended Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to select a third appraiser meeting the qualifications herein stated within ten (10) days after the appointment of both such Appraisers, those last day the two Appraisers shall select a third(2) appraisers are given to set Base Rent. If the two (2) appraisers are unable to agree on the third appraiser within such ten ( I 0) day period, either party fails of the parties to timely appoint an Appraiserthis Lease, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten by giving five (105) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy days’ notice to the other party, may apply to the Arbitration Service of Portland for the selection of a third appraiser meeting the qualifications stated in this Section. Each of the parties shall bear one-half ( l /2) its of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. (b) The fair market Base Rent shall be fixed by the appraisers in accordance with the following procedures. Each party-appointed appraiser shall state, in writing, such appraiser’s determination of Fair Market Value, with such supporting data or information as each submitting the fair market Base Rent supported by the reasons therefor and shall make counterpart copies for the other party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Valueappointed appraiser and any neutral appraiser. The Appraisers may not party-appointed appraisers shall arrange for a simultaneous exchange of their proposed fair market Base Rent determinations. The role of any neutral appraiser shall be to select whichever of the two (2) proposed determinations of fair market Base Rent most closely approximates the neutral appraiser’s own determination of fair market Base Rent. The neutral appraiser shall have no right to propose a middle ground or designate any other Fair Market Valuemodification of either of the two (2) proposed determinations of fair market Base Rent. The determination of fair market Base Rent the Appraiser(s) neutral appraiser chooses as that most closely approximating the neutral appraiser’s determination of the fair market Base Rent shall bind constitute the decision of the appraisers and shall be final and binding upon the parties. The appraisers shall have no power to modify the provisions of this Lease. (c) For purposes of the appraisal, the term “fair market Base Rent” shall mean the price that a ready and willing tenant would pay, as of the Extended Term commencement date, as a base rent to a ready and willing landlord of premises comparable to the Premises, in terms of size, quality and comparable term, in their then improved state, in the Portland, Oregon market, if such premises were exposed for lease on the open market for a reasonable period of time; including any rent increases over the Extended Term. In no event shall there be deducted from such fair market rental the value of any concessions, including without limitation, tenant improvements, commission and/or “down time.”

Appears in 1 contract

Sources: Office Lease (Eastside Distilling, Inc.)

Option to Extend Term. Landlord grants to Tenant shall have the option (“Option”) to extend the Term term for one period of this Lease by five two (52) years (the “Extension Termextended term”) as under all the provisions of this lease except for the amount of the basic rent. The basic rent for the extended term shall be adjusted to the entire Premises (market rate, and the basic rent as so adjusted shall be adjusted annually as provided below, provided that in no event shall the basic rent for the extended term be less than the entire Premises) upon basic rent in effect at the expiration of the initial term. This option is further subject to the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent Tenant must deliver its irrevocable written notice of Tenant’s exercise of this option to Landlord not less than six (95%6) lease months, nor more than twelve (12) lease months, prior to the expiration of the Fair Market Value for the Extension Term; and initial term. (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and The parties shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity thirty (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ 30) days from the terms contained date Landlord receives Tenant’s notice of exercise in this Lease, an adjustment which to agree on the Fair Market Value shall be made on a basis consistent with amount constituting the adjustments commonly made in basic rent during the market for comparable differences and concession packagesextended term. If Landlord and Tenant cannot agree on the Fair Market Value for purposes amount of basic rent, they shall immediately execute an amendment to this lease setting forth the expiration date of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising extended term and the rental value amount of leased commercial premises (for research and development and laboratory uses) in the Seattlebasic rent to be paid by Tenant during the extended term, Washington area (including the “Appraiser”)annual adjustment period. If the parties cannot Landlord or Tenant are unable to agree on the Appraiseramount of basic rent within such time period, each then, at the request of either party, the market rate shall be determined by appraisal in the following manner: (1) within ten thirty (1030) days after of the request for such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s)appraisal, Landlord and Tenant shall each simultaneously give select a licensed real estate broker with not less than five (5) years experience in the Appraisers business of commercial leasing of property of the same type and use, and in the same geographic area, as the Premises; (with ii) within fifteen days of their appointment, such two real estate brokers shall select a copy third real estate broker similarly qualified; (iii) within thirty (30) days from the appointment of the third broker, the three brokers so selected shall, acting as a board of arbitrators, then appraise the Premises and determine the amount of the market rate, basing their determination on using standard procedures and tests normally employed in making such appraisals and applying the factors included within the definition of market rate set forth in subparagraph (c) below. The decision of the majority of said brokers shall be final and binding upon the parties hereto. If a majority of the brokers are unable to agree on the market rate within the stipulated period of time, the three appraisals shall be added together and their total divided by three; the resulting quotient shall be the market rate. If, however, the low appraisal and/or the high appraisal are/is more than 15% lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal, as the case may be, shall be disregarded. If only one appraisal is disregarded, the remaining two appraisals shall be added together and their total divided by two and the resulting quotient shall be the market rate. If both the low appraisal and the high appraisal are disregarded as stated in this paragraph, the middle appraisal shall be the market rate. If a party does not appoint a broker within the required time period, the broker appointed by the other party shall be the sole broker and shall determine the market rate. If the two brokers appointed by the parties are unable to agree on the third broker, either of the parties to the lease, by giving ten (10) days’ notice to the other party, can apply to the then county real estate board of the county in which the Premises are located, or to the presiding judge of the superior court of that county, for the selection of a third broker who meets the qualifications stated in this paragraph. Each party shall pay the expenses and charges of the broker appointed by it and the parties shall pay the expenses and charges of the third broker in equal shares. Basic rent for the first lease year of the extended term shall be equal to the greater of the market rate as determined hereunder or basic rent charged for the last lease year of the prior term. When the basic rent has been so determined, Landlord and Tenant shall immediately execute an amendment to this lease stating the revised basic rent and adjustment provision for the extended term. (c) As used herein, the “market rate” shall be the monthly rent (triple net) then obtained for leases of comparable terms for Premises in the Project and/or projects within the City of Palo Alto of similar type, identity, quality and location as the Project. (d) The basic rent for the extended term, determined as provided above, shall be adjusted annually, commencing on the first day of the thirteenth month of the extended term, in the manner provided in paragraph 5 of this lease (i.e., X% per year). (e) The extension rights herein described are personal to the original Tenant (or any transferee pursuant to a Permitted Transfer) and may not be exercised by or for the benefit of any assignee or subtenant of the original Tenant (other than a transferee pursuant to a Permitted Transfer). Tenant shall not assign or otherwise transfer this option or any interest therein and any attempt to do so shall render this option null and void. Tenant shall have no right to extend this term beyond the extended term. If Tenant is in default under this lease at the date of delivery of Tenant’s notice of exercise to Landlord, then such notice shall be of no effect and this lease shall expire at the end of the initial term; if Tenant is in default under this lease at the last day of the initial term, then Landlord may in its determination sole discretion elect to have Tenant’s exercise of Fair Market Valuethis option be of no effect, with such supporting data in which case this lease shall expire at the end of the initial term. (f) Tenant shall have no right to exercise the option to renew the term of this lease (i) during the time commencing from the date Landlord gives to Tenant a notice of default pursuant to Paragraph 20, above, and continuing until the noncompliance alleged in said notice of default is cured, or information as each submitting party determines appropriate. Within ten (10ii) during the period of time commencing on the day after a monetary obligation to Landlord is due from Tenant and unpaid (without any necessity for notice thereof to Tenant) and continuing until the obligation is paid, or (iii) in the event that Landlord has given to Tenant two (2) or more notices of default under Paragraph 20, above, whether or not the defaults are cured, during the twelve (12) month period of time immediately prior to the time that Tenant attempts to exercise the option to renew the lease, or (iv) if Tenant has committed any non-curable breach, or is otherwise in default of any of the terms, covenants or conditions of this lease. (g) The period of time within which the option to renew must be exercised shall not be renewed or enlarged by reason of Tenant’s inability to exercise the option because of the provision of Paragraph 56(f), above. (h) All right of Tenant to exercise the option to renew the term hereof described in this Paragraph shall terminate without notice and be of no further force or effect, notwithstanding Tenant’s due and timely exercise of the option, if, during the initial term of this lease, (i) Tenant fails to pay Landlord a monetary obligation of Tenant for a period of thirty (30) days after such submissionsobligation becomes due (without any necessity of Landlord to give notice thereof to Tenant), or (ii) Landlord gives to Tenant three (3) or more notices of default under Paragraph 20 above, whether or not the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination defaults are cured during the term of the Appraiser(slease, or (iii) shall bind the partiesTenant has committed any non-curable breach.

Appears in 1 contract

Sources: Industrial Lease (Airxpanders Inc)

Option to Extend Term. So long as Tenant is not in default under Article 7 beyond the applicable grace periods set forth in Article 7, Tenant may extend the Term of this Lease for two (2) extension periods of three (3) years each, (each, a "Renewal Term") by giving notice to Landlord of its election to extend at least six (6) months in advance of the commencement of the applicable Renewal Term. Except as otherwise hereinafter set forth, all terms and conditions of this Lease shall remain in full force and effect with respect to each such Renewal Term, provided, however, that Tenant shall have the option (“Option”) be entitled to no further right to extend the Term of this Lease Lease. With respect to each such Renewal Term, Fixed Rent shall be increased to the fair market rent of the Premises taking into account the Landlord Improvements but not the Tenant Improvements for such period (further taking into account the fact that the base amounts applicable to the computation of Additional Rent under Section 4.2 are not to be modified). In the event that the parties have not mutually agreed upon said fair market rent in writing within thirty (30) days following Tenant's exercise of the applicable option, the same shall be determined by appraisers, one to be chosen by Landlord, one to be chosen by Tenant and a third to be selected by the two first chosen. All appraisers chosen or selected thereunder shall be independent of the parties, shall have received the M.A.I. (Member, Appraisal Institute) designation from the American Institute of Real Estate Appraisers and shall have had at least five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof experience in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that appraising commercial office space comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises. The unanimous written decision of the two first chosen, without selection and contraction participation of a third appraiser, or otherwise the written decision of a majority of the three appraisers chosen and expansion options. In the event the tenant inducementsselected as aforesaid, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences conclusive and concession packages. If binding upon Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”)Tenant. If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give notify the Appraisers other of its chosen appraiser within fifteen (15) days following expiration of the aforesaid thirty (30) day period and, unless such two appraisers shall have reached a unanimous decision within forty-five (45) days from said expiration they shall within a further fifteen (15) days elect a third appraiser and notify Landlord and Tenant thereof. Landlord and Tenant shall each bear the expense of the appraiser chosen by it and shall equally bear the expense of the third appraiser (if any). If, as contemplated by this Section, Fixed Rent with respect to any Renewal Term shall not have been determined prior to commencement of such Renewal Term, then said Renewal Term may commence, and from and after such date until the amount of such Fixed Rent is determined. Tenant shall make payments of Fixed Rent at the current rates then applicable, subject to retroactive adjustment in conformity with and within thirty (30) days of the determination of Fixed Rent pursuant to this Section. In no event shall the determination of Fixed Rent pursuant to this Section result in a copy reduction thereof or any modification of the base amounts applicable to the other party) its determination computation of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesAdditional Rent under Section 4.2.

Appears in 1 contract

Sources: Lease Agreement (Bertuccis of White Marsh Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent Provided Lessee at the end of the then-current Termprimary term of this lease not be in default of any term, condition or covenant contained in this lease, Lessee (but not any assignee or subtenant) shall have the right and option to renew this lease, by written notice delivered to Lessor no later than one hundred eighty (180) days prior to the expiration of the primary term, for the additional term of two (2) years, under the same terms, conditions, and covenants contained herein, except: A. Lessee shall have no further renewal options unless granted by Lessor in writing: and B. The rental for the renewal term shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means based on the then-then prevailing average annual rate that comparable landlords have accepted in current transactions from newrental rates for properties of equivalent quality, non-equity (i.e.size, not being offered equity in the Building), nonrenewal, nonexpansion utility and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably locatedlocation, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed length of the lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent credit standing of the services provided or Lessee herein, to be provided taken into account. C. If Lessor and Lessee have not been able to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value rental for purposes the renewal term within thirty (30) days of the Extension Term then they exercise of the option, the rent for the renewal terms shall engage a mutually agreeable independent third party appraiser with at least be determined as follows: Within ten (10) years’ experience days after the end of the thirty (30) day period, Lessor and Lessee shall endeavor in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”)good faith to agree upon a single appraiser. If the parties cannot Lessor and Lessee are unable to agree on the Appraiserupon a single appraiser within said ten (10) days, each shall party, by written notice to the other, given within ten (10) days after such impasse appoint an Appraiser and, within said ten (10) days after the appointment of both such Appraisersday period, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiserone appraiser. Within ten (10) days after appointment the two appraisers are appointed, they shall appoint a third appraiser. If either Lessor or Lessee fails to appoint its appraiser within the prescribed time period the single appraiser appointed shall determine the rental. Each party shall bear the cost of all Appraiser(s), Landlord the appraiser appointed by it and Tenant the parties shall each simultaneously give share equally the Appraisers (with a copy to cost of the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Valuethird appraiser. The Appraisers may not select or designate any other Fair Market Value. The determination rental shall be the average of the Appraiser(s) two of the three appraisals which are closest in amount and the third appraisal shall bind the partiesbe disregarded.

Appears in 1 contract

Sources: Commercial Lease (Allstar Systems Inc)

Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the any Extension Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term extension term and each annual anniversary date thereof in accordance with Article 76. 40.2. The Basic Annual Rent during Extension Option is not assignable separate and apart from this Lease. 40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Term shall equal Option at least twelve (12) months prior to the greater of: (a) ninety-five percent (95%) end of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end expiration of the then-current Term, and . Time shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided or to be provided to the Premises, and contraction and expansion optionsfor in this paragraph. 40.4. In the event the tenant inducements, allowances or concessions granted differ from the terms Notwithstanding anything contained in this LeaseArticle 40, an adjustment Tenant shall not have the right to exercise the Fair Market Value shall be made on a basis consistent with Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value Required Leases (provided, however, that, for purposes of this Section 40.4(a), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Term then they Option, Landlord shall engage a mutually agreeable independent third party appraiser promptly provide Tenant with at least ten written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory usesb) in the Seattleevent that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, Washington area whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the “Appraiser”)opportunity to cure such default. 40.5. If Except as provided in Section 40.4, the parties canperiod of time within which Tenant may exercise an Extension Option shall not agree on be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the Appraiserprovisions of Section 40.4. 40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, each shall within ten after such exercise, but prior to the commencement date of the new term, (10a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault, those two Appraisers shall select (c) Tenant commences to cure a third. If either party fails default (other than a monetary default) but does not prosecute to timely appoint an Appraiser, then completion prior to the Appraiser commencement date of the other party appoints shall be the sole Appraiser. Within ten extended Term (10) days after appointment of all Appraiser(sunless Tenant is diligently prosecuting to completion and merely needs additional time), Landlord or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 1 contract

Sources: Lease (Arena Pharmaceuticals Inc)

Option to Extend Term. If this Lease has not been previously canceled or terminated and if Tenant is not then in default under this Lease, then Tenant shall have the option (“Option”) to extend the Term of lease term upon the same conditions and covenants contained in this Lease by five for two (52) consecutive periods of three (3) years each (singularly "Renewal Term") except that (i) the “Extension Term”) Base Rent during any Renewal Term shall be the market Base Rent as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day commencement date of the Extension Renewal Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during question multiplied by the Extension Term shall equal the greater of: (a) ninety-five percent (95%) rentable square footage of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In (ii) Landlord's obligations relative to replacement of HVAC unit compressors or heat exchangers shall be modified such that Landlord shall be entitled to recover the event full costs of any such replacements, monthly during the tenant inducements, allowances or concessions granted differ from term of the terms contained in this Lease, on an adjustment amortized basis, with the cost being amortized over the useful life of the replacement at an amortization rate equal to US Treasury Securities having a term comparable to the Fair Market Value useful life of the replacement item. The first Renewal Term shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree commence on the Fair Market Value for purposes date the original term of this Lease expires and the second Renewal Term shall commence on the last day of the Extension Term then they expiring Renewal Term. Tenant shall engage a mutually agreeable independent third party appraiser with at least ten exercise each option by giving unconditional and irrevocable written notice of exercise to Landlord by the later of (10a) years’ experience in appraising the rental value of leased commercial premises forty-five (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (1045) days after such impasse appoint an Appraiser andLandlord notifies Tenant of Landlord's determination of the market Base Rent (which notice shall be given not later than nine (9) months prior to the expiration of the original lease term or the first Renewal Term), within or (b) two hundred ten (10210) days after prior to the appointment expiration of both such Appraisersthe original term of this Lease or any Renewal Term, those two Appraisers shall select a thirdas the case may be. If either party fails not timely exercised, all of Tenant's options to timely appoint an Appraiser, then extend the Appraiser the other party appoints term of this Lease shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord expire and Tenant shall each simultaneously give have no further right to extend the Appraisers (with a copy to the other party) its determination term of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesthis Lease.

Appears in 1 contract

Sources: Lease Agreement (Fieldworks Inc)

Option to Extend Term. Landlord shall notify Tenant in writing at --------------------- least twelve (12) months prior to the Expiration Date of the initial Term of the Lease and/or twelve (12) months prior to the expiration of the first Extended Term (defined below), as applicable, as to whether Landlord will exercise its right to repossess one or both of the buildings comprising the Premises (with any such repossessed Premises being referred to herein as the "Repossessed Premises") from and after the Expiration Date or the expiration of the first Extended Term, as applicable (the "Recapture Right"). If Landlord, in Landlord's sole and absolute discretion, exercises this Recapture Right, then (i) the Lease shall terminate on the Expiration Date or the expiration of the first Extended Term, as applicable, as to the Repossessed Premises, (ii) Tenant shall have the option (“Option”) no right to extend the Term of this Lease by five for the Extended Term(s) (5) years (the “Extension Term”defined below) as to such Repossessed Premises, (iii) from and after the entire Premises (and no less than Expiration Date or the entire Premises) upon the following terms and conditions. Any extension expiration of the Term pursuant to first Extended Term, as applicable, Tenant shall have no further rights or interests in the Option shall be on all the same terms Repossessed Premises of any nature whatsoever, and conditions as this Lease(iv) provided Landlord, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five a Landlord Affiliate and/or a Technology Party initially occupies more than fifty percent (9550%) of the Fair Market Value Repossessed Premises for their own use, Landlord shall be free to use the Extension Term; and (b) 103% balance of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength Repossessed Premises for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factorsany purposes whatsoever, including, without limitation, assigning or subleasing the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent balance of the services provided Repossessed Premises to any person or entity for any purpose whatsoever. If Landlord does not timely exercise its Recapture Right as to all or any portion of the Premises upon the Expiration Date or the expiration of the first Extended Term, as applicable, then Tenant shall have the option to extend the term of this Lease solely as to that portion of the Premises (but not less than an entire building) which is not Repossessed Premises for two (2) extended term(s) of one (1) year each commencing upon the Expiration Date of the initial Term of the Lease and the expiration of the first one-year Extended Term (each, an "Extended Term"). Tenant may exercise the foregoing option to extend if and only if (i) Tenant notifies Landlord in writing of its irrevocable election to extend the Term of the Lease for the Extended Term no later than eleven (11) months prior to the Expiration Date of the initial Term of the Lease or eleven (11) months prior to the expiration date of the first one-year Extended Term, as applicable, (ii) Tenant extends the term with respect to an entire building (and not solely a portion of a building) and (iii) Tenant is not in material default of the Lease (following the expiration of any applicable cure periods without cure) either at the time of giving notice of its irrevocable election to extend or on the commencement date of each Extended Term. If each of the conditions set forth in the immediately preceding sentence are not satisfied in full, then Tenant's option(s) to extend the term of the Lease shall lapse and be null and void and the terms and provisions of the second sentence of this Section 2.3 shall apply as though Landlord had exercised its Recapture Right as to all of the Premises. All of the terms and provisions of this Lease shall apply during the Extended Term(s) except that (a) if Tenant extends the Lease as to less than the entire Premises, Rent and the Face Amount of the Letter of Credit shall be equitably reduced to reflect the reduction in square footage of the portion of the Premises to be leased by Tenant during the Extended Term(s), (b) there shall be no further right to extend the term of the Lease beyond the second Extended Term, (c) except as expressly provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment Landlord shall have no obligation to make improvements to the Fair Market Value Premises of any nature whatsoever, (d) Tenant shall not be entitled to any abatement of Monthly Base Rent during either Extended Term and (e) Monthly Base Rent during each the Extended Term shall be made on a basis consistent determined and annually increased in accordance with the adjustments commonly made in provisions of Exhibit B --------- attached hereto. The foregoing right to extend the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes term of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research Lease is personal to Tenant and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select be assigned, sold, leased or designate otherwise transferred, voluntarily or involuntarily, by or to any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesperson or entity except to a Tenant Affiliate in accordance with Article 15 below.

Appears in 1 contract

Sources: Office Lease (Chemdex Corp)

Option to Extend Term. Tenant shall have Lessee is given the option to extend the term --------------------- on all the provisions contained in the Lease, except for monthly rent, for a five (5) year period ("extended term") following the expiration of the initial term, by giving written notice of exercise of the option (“Option”"option notice") to extend Lessor at least 180 days but not more than 365 days before the expiration of the term. Provided that, if Lessee is in default on the date of giving the option notice, the option notice shall be totally ineffective, or if Lessee is in default on the date the extended term is to commence, the extended term shall not commence and this lease shall expire at the end of the initial term. The monthly rent for the first year of the extended term shall be the then prevailing market rent of comparable premises within close proximity of the Premises ("Extended Term Rent") and shall be agreed ▇▇▇▇.▇▇ the parties. The parties shall have thirty (30) days after Lessor receives the option notice in which to agree on the Extended Term Rent. If the parties agree on the Extended Term Rent during that period, they shall immediately execute an amendment to this lease stating the Extended Term Rent. In no case shall the monthly rent be less than the monthly rent for month 60 of this the Lease by as provided in paragraph 50 herein. If the parties are unable to agree on the Extended Term Rent within the period specified herein, then within ten (10) days after the expiration of that period the parties shall appoint a mutually acceptable real estate appraiser or broker with at least five (5) years (full time commercial real estate experience in the “Extension Term”) as area in which the Premises are located to appraise and set the entire Premises (and no less than the entire Premises) upon the following terms and conditionsExtended Term Rent. Any extension of associated costs will be split equally between the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”)parties. If the parties cannot agree on the Appraiserappointment of a mutually acceptable real estate appraiser or broker within the time period specified, then each party shall within have ten (10) days after such impasse appoint an Appraiser andto select a real estate appraiser or broker of its choice to establish the Extended Term Rent within thirty (30)-days of his or her selection. Each party shall be responsible for payment of compensation to the appraiser or broker chosen by that party. If for any reason either one of the appraisals is not completed within thirty (30) days, within ten (10) days after as provided herein, then the appointment of appraisal that is completed at that time shall establish the Extended Term Rent. If both such Appraisersappraisals are completed and the two appraisers /brokers cannot agree on the monthly rent for the extended term, those two Appraisers then they shall select a thirdthird mutually acceptable appraiser or broker to establish a third Extended Term Rent within thirty (30) days of his or her selection. The average of the two appraisals closest in value shall then become the Extended Term Rent. The costs of the third appraisal shall be split equally between the parties. The monthly rent for the extended term shall be subject to adjustment at the commencement of the second year of the extended term and each year thereafter ("the adjustment date") as follows: the base for computing the adjustment is the Consumer Price Index for All Urban Consumers for San ▇▇▇▇▇▇▇ co-Oakland-San ▇▇▇▇ published by the U.S. Department of Labor, Bureau of Labor Statistics ("Index") which is in effect on the date the extended term commences ("Beginning Index"). The Index published two months prior to the adjustment date in question ("Extension Index") is to be used in determining the amount of the adjustment. If either party fails to timely appoint an Appraiserthe Extension Index has increased over the Beginning Index, then the Appraiser monthly rent for the other party appoints following year shall be set by multiplying the sole Appraisermonthly rent for the previous year by a fraction, the numerator of which is the Extension Index and the denominator of which is the Beginning Index. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant In no case shall each simultaneously give the Appraisers (with a copy monthly rent be less than the monthly rent in effect immediately prior to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesadjustment date then occurring.

Appears in 1 contract

Sources: Lease Agreement (Critical Path Inc)

Option to Extend Term. Landlord hereby grants to Tenant shall have the one (1) option (“Option”) to extend the initial Lease Term for a period of this Lease by five (5) years (the “Extension "Extended Term”) as to the entire Premises (and no less than the entire Premises) upon "), on the following terms and conditions. Any extension : (a) Tenant shall give Landlord written notice of its exercise of the option to extend the Lease Term no earlier than nine (9) months nor later than six (6) months before the date the Lease Term would end but for said exercise. Time is of the essence. (b) Tenant may not extend the Lease Term pursuant to the Option shall be on all the same terms and conditions this Paragraph 3.5 if Tenant is in material default of any of its obligations under this Lease as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of Tenant's notice of exercise of the Fair Market Value for option (and such default has not been cured within the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, cure or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessionsgrace period, if any, and excluding specialized tenant improvements applicable to such default), or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances if Tenant shall have assigned or concessions, if any, the extent of the services provided or to be provided to otherwise transferred its interest in this Lease and/or the Premises, and contraction and expansion optionswhether or not Landlord's consent to such assignment or transfer has been given, to any third party other than an Affiliate of Tenant (as described in Paragraph 24.5 below). In If Tenant is in default under this Lease on the event date that the tenant inducementsapplicable Extended Term is to commence, allowances or concessions granted differ from the terms contained in then Landlord may elect to terminate this Lease, notwithstanding any notice given by Tenant of an adjustment exercise of its option to extend and such exercise of Tenant's option to extend the Lease Term shall be void and of no force or effect. (c) All terms and conditions of this Lease shall apply during the Extended Term, except that the monthly base Rent for the Extended Term shall be determined in accordance with Paragraph 4.4 below, Tenant shall have no further options to extend the Lease Term beyond the Extended Term described in this Paragraph 3.5 and Landlord shall have no obligation to construct or install any tenant improvements in the Premises for the benefit of the Tenant. (d) Once Tenant delivers notice of its exercise of the option to extend the Lease Term, Tenant may not withdraw such exercise and, subject to the Fair Market Value provisions of this Paragraph 3.5, such notice shall be made on a basis consistent with operate to extend the adjustments commonly made in Lease Term. The preceding to the market for comparable differences and concession packages. If Landlord contrary notwithstanding, if the Rent payable during the Extended Term is determined pursuant to Paragraph 4.4(b) below, and Tenant cannot agree on objects to the Fair Market Value for purposes amount of the Extension Term such Rent as determined pursuant to such Paragraph 4.4(b), then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser andTenant may elect to rescind its extension notice by delivering to Landlord, within ten (10) days after following the appointment date Tenant is informed of both the amount of Rent determined pursuant to Paragraph 4.4(b), (i) written notice of rescission, and (ii) an amount equal to the sum of (1) an amount equal to the appraisal costs paid or incurred by Landlord pursuant to the provisions of Paragraph 4.4(b) below, plus (2) the product obtained by multiplying (x) the monthly base Rent determined pursuant to Paragraph 4.4(b), by (y) six (6) (such Appraisers, those two Appraisers shall select a thirdsum being hereinafter referred to as the "Rescission Fee"). If either party fails to In the event such rescission notice is timely appoint an Appraisergiven and payment of such Rescission Fee is timely made, then the Appraiser Lease Term shall expire on the other party appoints shall be date the sole AppraiserLease Term would otherwise have expired had Tenant not exercised its option to extend the Lease Term. Within Time is of the essence with respect to the delivery of the rescission notice and Rescission Fee. If Tenant does not deliver such rescission notice and Rescission Fee to Landlord within the ten (10) days after appointment of all Appraiser(s)day period referred to above, Landlord and then Tenant shall each simultaneously give be deemed to have waived its right to rescind the Appraisers (with a copy extension notice. Upon the extension of the Lease Term pursuant to this Paragraph 3.5, the term "Term" as used in this Lease shall thereafter include the Extended Term and the Ending Date of this Lease shall be the expiration date of the Extended Term unless sooner terminated pursuant to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesterms hereof.

Appears in 1 contract

Sources: Net Lease Agreement (Integrated Device Technology Inc)

Option to Extend Term. Landlord hereby grants to Tenant shall have the option (“Option”) to extend the term under all the provisions contained in this lease, except for the monthly rent, for one five year period ("Extended Term") following the expiration of the initial term set forth in paragraph 2 ("Initial Term"). The monthly rent for the Extended Term shall be marked rent as determined below, to be increased at the rate of this Lease by five 6% to 8% (5as determined below) years (over the “Extension previous year's monthly rent on each one year anniversary date during the Extended Term”) as to , provided that in no event shall the entire Premises (and no monthly rent at the commencement of the Extended Term be less than the entire Premisesmonthly rent in effect at the expiration of the Initial Term. Tenant must give written notice to Landlord of its intention to exercise this option at least six (6) months before the expiration of the Initial Term. The parties shall have forty-five (45) days after Landlord receives the notice of exercise in which to negotiate and agree on the market rent (and the precise annual adjustment percentage within the range of 6% to 8%) for the Extended Term. If the parties are unable to agree on the market rent and such annual adjustment percentage within this forty-five (45) day negotiating period, the market rent and such annual adjustment percentage shall be determined in the following manner: (i) Landlord and Tenant shall each select a licensed real estate broker with not less than five years' experience in the business of commercial leasing of property of the same type and use as the Premises and in the same geographical vicinity, (ii) such two real estate brokers shall select a third similarly qualified broker, and the three brokers so selected shall determine the market rent, (iii) the decision of the majority of said brokers shall be final and binding upon the following terms parties hereto, and conditions. Any extension (iv) the brokers shall base their determination of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted market rent on the first monthly rent (1stand the annual adjustment percentage) obtained for property of comparable location, type and use as the Premises with leases of comparable terms. Each party shall pay the expenses and charges of the broker appointed by it and the parties shall pay the expenses and charges of the third broker in equal shares. As soon as the market rent (and the annual adjustment percentage) is so determined, Landlord and Tenant shall immediately execute an amendment to this Lease stating the new monthly rent (i.e., at market rent but not less than the monthly rent in effect at the expiration of the Initial Term) (?) and such annual adjustment percentage. Tenant shall not assign or otherwise transfer this option and any attempt to do so shall render this option null and void; provided that Tenant may assign this option to any corporation or other entity which acquires or is acquired by Circadian or which results from a merger or consolidation with Circadian or which either controls or is controlled by Circadian or which is controlled by any of the foregoing, if, in any such case, this Lease is concurrently so assigned. Further, if Tenant is in default at the time of its exercise of this option or at the last day of the Extension Term Initial Term, then such exercise shall be ineffective and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term lease shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent expire at the end of the then-current Initial Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 1 contract

Sources: Assignment and Assumption of Lease (Novellus Systems Inc)

Option to Extend Term. Provided that: (i) Landlord has not given Tenant notice of a default more than two (2) times in the twenty-four (24) months immediately preceding the Expiration Date, (ii) there then exists no uncured default by Tenant under the Lease following applicable notice and cure periods, (iii) Tenant has not previously assigned this Lease or sublet all of the Premises (except for a Permitted Transfer), and (iv) Tenant remains creditworthy, as determined by Landlord in Landlord’s reasonable discretion, Tenant shall have the right and option (each an Extension Option” and collectively the “Extension Options”) to extend the Term for up to two (2) additional periods of this Lease by five (5) years (each, exercisable in the following manner. If Tenant is desirous of exercising an Extension Term”) as to the entire Premises (and no Option under this Article 39, Tenant shall give Landlord written notice not less than the entire Premisestwelve (12) upon the following terms and conditions. Any extension months in advance of the then scheduled Expiration Date of Tenant’s intention to extend the Term pursuant (“Tenant’s Extension Notice”), it being agreed that time is of the essence and that the Extension Option is personal to Tenant and is non-transferable to any transferee or other party other than through a Permitted Transfer. Tenant’s notice must include a Letter of Credit meeting the requirements of this Lease which has an expiration date not earlier than 90 days following the extended Expiration Date and shall be irrevocable. Promptly after receipt of Tenant’s Extension Notice, Landlord and Tenant shall negotiate the rent for the Extension Option in good faith. The Extension Option shall be on all under the same terms and conditions as provided in this Lease, Lease except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) each Extension Option period shall begin on the Expiration Date of the Fair Market Value for immediately preceding Term and thereafter the Extension Term; and Expiration Date shall be five (5) years from such date; (b) 103% all references to the Term in this Lease shall be deemed to mean the Term as extended pursuant to this Article; (c) after the exercise of the then-current Basic Annual Rent at the end of the then-current Termsecond Extension Option provided herein, and there shall be adjusted no further options to extend; and (d) the Fixed Rent payable by Tenant during the Term of any Extension Option shall be the then market rate as reasonably determined by Landlord and Tenant negotiating in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion optionsgood faith. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant parties cannot agree as to the then market rate, the parties shall agree on the Fair Market Value for purposes appointment of the Extension Term then they shall engage a mutually agreeable independent third party real estate appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”) having the M.A.I. designation, the cost of which shall be shared equally by Landlord and Tenant, which Appraiser shall be knowledgeable of commercial market rents in the ▇▇▇▇▇▇▇ County, Pennsylvania market rental area, who shall make a fair market rental determination. The fair market rental determination will not take into account the improvements made by Tenant in the Premises and will take into account the extent to which the Fixed Rent is subject to an annual adjustment during the applicable Extension Option periods and rent concessions in the market (free rent, tenant improvement allowances, base year and any other concessions). If In the event that the parties cannot agree on the Appraiser, each shall within ten thirty (1030) days after such impasse appoint an Appraiser and, within ten (10) days after on the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an the Appraiser, then the Appraiser the other party appoints matter shall be submitted to binding arbitration pursuant to the sole Appraiser. Within ten (10) days after appointment rules for commercial arbitration of all Appraiser(s)the American Arbitration Association, at the equal administrative cost of Landlord and Tenant Tenant. The decision of the Appraiser, or arbitrator, shall each simultaneously give be binding on the Appraisers (with a copy parties. Notwithstanding anything to the other partycontrary set forth above, in the event that Tenant occupies the entire Building, Tenant may exercise its first Extension Option for either two (2) its determination of Fair Market Value, with such supporting data entire floors or information as each submitting party determines appropriatethree (3) entire floors within the Building. Within ten If Tenant exercises the option for two (102) days after such submissionsfloors, the Appraisers shall by majority vote select either Landlord’s or floors must be contiguous. In the event that Tenant elects to exercise the first Extension Option for only two (2) floors in the Building, Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of option to exercise the Appraiser(ssecond Extension Option shall be available only for the two (2) shall bind floors renewed under the partiesfirs Extension Option.

Appears in 1 contract

Sources: Lease Agreement (Auxilium Pharmaceuticals Inc)

Option to Extend Term. Tenant Lessee shall have the one (1) five-year option (“Option”) to extend the Term term of this Lease (the “Extension Options”). Lessee shall be required to give Lessor written notice of its opinion of the fair market annual base rent (“New Annual Rental”) as of the date of the commencement of the term of the Extension Option in question at least twelve (12) months (but not earlier than fifteen (15) months) prior to said commencement date. Within twenty (20) days thereafter, Lessor shall provide to Lessee written notice whether Lessor agrees with Lessee’s opinion of what the New Annual Rental should be or, if not, Lessor’s opinion of New Annual Rental. Within twenty (20) days of receipt from Lessor of that written notice, Lessee shall notify Lessor by written notice whether Lessee wishes to accept Lessor’s determination of New Annual Rental. If Lessee does not accept Lessor’s determination, Lessee shall give Lessor written notice of either (i) Lessee’s then opinion of New Annual Rental, (ii) that Lessee does not wish to exercise the Extension Option, or (iii) that new Annual Rental shall be determined by the arbitration procedure provided below. There shall be no limit on the number of written notices either Lessee or Lessor may deliver to the other in their efforts to agree upon the New Annual Rental, except that Lessee must inform Lessor by written notice at least nine (9) months prior to the commencement of the term of the Extension Option in question, whether Lessee elects to (i) accept Lessor’s last determination of New Annual Rental, (ii) not exercise the applicable Extension Option, or (iii) agree to exercise the Extension Option at the New Annual Rental determined by the arbitration procedure provided below. New Annual Rental shall be the fair market annual rent for the Premises, taking into account the commencement date of the Option term, the availability of parking and the terms and conditions of this Lease, including operating expenses and the Annual Rental which Lessee is then quoting for vacant space in the Office Park and/or at which Lessor has leased comparable space in the Office Park within the previous one hundred eighty (180) days. Should there be no comparable vacant space in the Building, the determination may take into account comparable vacant space in office buildings within a three- (3) mile radius of the Premises. The term fair market annual rent shall mean the annual rent and other economic terms (e.g., periodic adjustments, tenant renovations and operating expenses) for that space which would be paid by a willing lessee to a willing lessor, neither of whom is compelled to rent, for a term of five (5) years (the “Extension Term”) as to the entire Premises (and no years, but not less than the entire Premises) upon amount payable during the following terms and conditions. Any extension last month of the Term pursuant to term preceding the commencement of the term of the Extension Option shall be on all the same in question. All other terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof Lease shall remain in accordance with Article 7. The Basic Annual Rent effect during the Extension Term shall equal the greater of: (aterm except that Paragraph(s) ninety7A Addendum B, and Addendum H, Sections 1-five percent (95%) 2 of the Fair Market Value for Lease shall not be effective or enforceable during the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Buildingextended term(s), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences that Lessor and concession packages. If Landlord and Tenant Lessee cannot agree on a New Annual Rental and Lessee has provided written notice to Lessor of Lessee’s desire to have New Annual Rental determined through arbitration, the Fair Market Value matter shall be submitted for purposes decision to the American Arbitration Association in Palm Beach County, Florida, in accordance with the then rules of said association, and the arbitrators must be licensed commercial real estate brokers (or MAI appraisers) familiar with the Premises and the area within a three (3) mile radius of the Premises. The cost of said Arbitrators shall be paid by Lessor if the decision is that the New Annual Rental (disregarding other economic terms) should be less than 95% of the last amount demanded by Lessor in its notices of New Annual Rent above; shall be paid by Lessee if the decision is that the New Annual Rental (likewise disregarding other economic terms) should be 105% or more of the last amount demanded by Lessor in its notices of New Annual Rent above; and shall be paid equally by Lessor and Lessee if the decision is other than the two alternatives stated above. The arbitration procedure shall not take more than thirty (30) days. However, if the arbitrators have not determined New Annual Rental prior to the commencement of the term of the Extension Term then they Option in question, Lessee shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising pay the rental value of leased commercial premises rate previously in effect under the Lease, plus a five percent (for research and development and laboratory uses5%) in increase until such time as the Seattle, Washington area (arbitrators determine the “Appraiser”)New Annual Rental. If the parties canarbitration procedure results in an even higher rental rate, Lessee will make up the difference with the next monthly rental payment due. If the arbitration procedure results in a lower rental rate (viz., equal to or greater than the amount payable during the last month of the term preceding the term of the Extension Option in question, but less than the amount paid as a consequence of the aforesaid five percent (5%) increase), Lessee shall receive a credit against its next Monthly Rental payment, and any succeeding monthly payments, if necessary, in an amount equal to the overpayment. Except in connection with a Permitted Assignment, the Extension Options shall be personal to Lessee and may not agree be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Lessee, nor shall the Extension Options be assignable separate and apart from this Lease. Lessee shall not have the right to exercise the Extension Options, notwithstanding anything set forth above to the contrary: (1) during the time commencing from the date Lessor gives to Lessee a written notice that Lessee is in default under any provision of this Lease, and continuing until the default described in said notice is cured; or (2) during the period of time commencing on the Appraiser, each shall within ten (10) days day after such impasse appoint an Appraiser and, within ten (10) days after a monetary obligation to Lessor is due from Lessee and unpaid and continuing until the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Valueobligation is paid. The Appraisers period of time within which the Extension Options may be exercised shall not select be extended or designate any other Fair Market Value. The determination enlarged by reason of Lessee’s inability to exercise such Extension Options prior to satisfaction of the Appraiser(sforegoing conditions precedent. All rights of Lessee to any Extension Options shall terminate and be of no further force or effect if three (3) shall bind the partiesEvents of Default by Lessee have occurred.

Appears in 1 contract

Sources: Lease Agreement (Ameripath Inc)

Option to Extend Term. 40.1 Tenant shall have the option ("Option") to extend the Term term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension : 40.1.1 Tenant shall have one (1) option to extend the term of the Term pursuant to the Option shall be this Lease five (5) years on all the same terms and conditions as this Lease, except as follows: 42.1 . Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term renewal term to the then prevailing market rental rate for buildings of similar age, size and each anniversary construction on the date thereof in accordance with Article 7. Tenant exercises the Option such prevailing market rental rate will be negotiated between Landlord and Tenant. 40.1.2 The Basic Annual Rent during Option is not personal to Tenant and may be exercised by any assignee or the Extension Term shall equal Lease permitted under the greater of: (a) ninety-five percent (95%) terms of the Fair Market Value Lease. However, the Option herein granted is not assignable separate and apart from this Lease. 40.1.3 The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least one (1) year prior to the end of the expiration of the initial term of this Lease. 40.1.4 The Landlord and Tenant shall have sixty (60) days to agree as to the prevailing market rate for the Extension Term; and (b) 103% term of the then-current Basic Annual Rent Option. If the Landlord and Tenant are unable to agree on the prevailing market rate, Landlord and Tenant, shall each engage appoint an M.A.I. appraiser who shall then select a third independent M.A.I. appraiser who shall, within sixty (60) days after the appointment set the prevailing market rental rate for the term of the Option. After the prevailing market rental rate has been set, the third independent M.A.I. appraiser shall immediately notify both parties. If Tenant objects to the prevailing market -42- 43 rental rate, Tenant shall have the right to have this Lease expire at the end of the then-current Term, and Tenant and Landlord shall be adjusted share equally all the costs in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, connection with the determination of Fair Market Value appraisal procedure that set the prevailing market rental rate. Tenant's election to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, allow this Lease to expire at the extent end of the services provided or to Term must be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall exercised within ten (10) days after Tenant's receipt of notice by the third independent appraiser of the prevailing market rental rate for the Option. If Tenant does not exercise it's election within the ten (10) day period, the Term of this Lease shall be extended as provided in this Article 40. In no event shall the prevailing market rental rate be less than the rental rate of the final month of the Term of this Lease. 40.1.5 Tenant shall not have the right to exercise any Option, notwithstanding anything set forth above to the contrary: (a) During the time commencing from the date Landlord gives to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until the default alleged in said notice is cured; or (b) At any time after an event of Default as described in Article 23, of the Lease (without any necessity of Landlord to give notice of such impasse appoint default to Tenant) and continuing until any such default is cured, if curable; or (c) In the event that Tenant has defaulted in the performance of its obligations three (3) or more times and a service charge has become payable under Section 23.1 for each of such defaults during the twelve-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not the defaults are cured. 40.1.6 The period of time within which the Option may be exercised shall not be extended or enlarged by reason of the Tenant's inability to exercise the Option because of the foregoing provisions of this Section. 40.1.7 All rights of Tenant under the provisions of the Option shall terminate and be of no further force or effect even after Tenant's due and timely exercise of an Appraiser andOption, if, after such exercise, but prior to the commencement date of the new term, (1) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of Ten (10) days after written notice from Landlord to Tenant; (2) Tenant fails to commence to cure a default (other than monetary default) within ten Ten (10) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault; or (3) Tenant has defaulted three (3) or more times and a service charge under Section 23.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then during the Appraiser period from the other party appoints shall be date of the sole Appraiser. Within ten (10) days after appointment exercise of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy such option to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination date of the Appraiser(s) shall bind the partiescommencement of such option term, whether or not such defaults are cured.

Appears in 1 contract

Sources: Lease Agreement (Trega Biosciences Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: of (a) ninety-five one hundred percent (95100%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Base Rent at (together with the end of annual increase specified in Section 8 hereof) and (b) the then-current Termfair market value for comparable office and laboratory space in the East Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the date that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (v) the extent size of the services provided or to be provided to the Premises, (w) the length of the Option term, (x) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (y) Tenant’s creditworthiness and expansion options(z) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value East Cambridge laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area East Cambridge submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2 The Option is not assignable separate and apart from this Lease. 42.3 The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4 Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its obligations under this Lease two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 42.5 The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4. 42.6 All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease two (2) or more times and a service or late charge under Section 31.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 1 contract

Sources: Lease Agreement (CM Life Sciences III Inc.)

Option to Extend Term. Provided that Tenant is not in Default as of the time of exercise of each option and the commencement date of each Option Period, Tenant shall have the option two (“Option”2) successive five (5) year options to extend the Term of this the Lease by five (5) years (for the “Extension Term”) Premises in "as to is" condition at the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the original Lease Term pursuant to the Option shall be on all the same terms and conditions as this Leaseand, except as follows: 42.1 Basic Annual Rent shall be adjusted on if the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent option is duly exercised, at the end of the then-current first Option Term, . All of the terms and conditions of this Lease except for Base Rent and the provisions of this Paragraph shall be adjusted in accordance with Article 7 hereofapplicable to the Option Period. “Fair Market Value” means The Base Rent for the then-prevailing average annual rate that Premises under such option shall be the then current market rent for comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity facilities in the Building), nonrenewal, nonexpansion and nonaffiliated tenants proximate South San Francisco market area. The definition of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, facilities shall incorporate the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination parking amenities of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction the Building's location, age, quality, amenities, identity, exterior appearance, interior improvements, and expansion optionstype of construction, excluding Tenant Improvements in excess of $50.00 per rentable square foot. Tenant shall give Landlord written notice to exercise its option at least nine (9) but not more than twelve (12) months prior to the expiration of the then current Term for the Premises. Within fifteen (15) days after Tenant exercises its option to extend, Landlord shall provide Tenant with the Base Rent, as determined by Landlord, for the Option Period. The parties are obligated to negotiate in good faith to agree on the Base Rent. If the parties have not mutually agreed on the Base Rent within thirty (30) days from notification by Landlord to Tenant of Landlord's determination of Base Rent, each party hereto shall appoint one representative who shall be a licensed real estate broker experienced in the leasing of comparable facilities in the County of San Mateo to act as an arbitrator. The two (2) arbitrators so appointed shall determine the Base Rent for the relevant Option Period. The determination of said Base Rent shall be made by said two (2) arbitrators within sixty (60) days from notification by Landlord to Tenant of Landlord's determination of Base Rent and they shall submit said determination in writing and signed by said arbitrators in duplicate. One of the written notifications shall be delivered to Landlord and the other to Tenant. In the event the tenant inducements, allowances or concessions granted differ from two (2) arbitrators of the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant parties hereto cannot agree on the Fair Market Value Base Rent for the Premises herein, said two (2) arbitrators shall appoint a third arbitrator who shall be a licensed real estate broker experienced in the leasing of comparable facilities in the County of San Mateo, to act as an arbitrator. The Base Rent for the relevant Option Period shall be independently determined by the third of said arbitrators, which said determination shall be made within ninety (90) days from notification by Landlord to Tenant of Landlord's determination of Base Rent. The role of the third arbitrator shall then be to immediately select from the proposed resolution of arbitrators #1 and #2 the one that most closely approximates the third arbitrator's determination of Base Rent. The third arbitrator shall have no right to adopt a compromise or middle ground or any modification of either of the two final proposed resolutions. The resolution that the third arbitrator chooses as most closely approximating his determination of the Base Rent shall constitute the decision of all arbitrators and shall be final and binding upon the parties. The parties hereto shall pay the charges of the arbitrator appointed by it and any expenses incurred by such arbitrator. The charges and expenses of the third arbitrator, as provided herein, shall be paid by the parties hereto in equal shares. In the event either arbitrator #1 or arbitrator #2 fails to present a Base Rent figure within the thirty (30) day period, the Base Rent presented by the other arbitrator shall be considered final and binding on both parties. Notwithstanding anything to the contrary herein contained, Tena▇▇'▇ ▇ight to extend the term by exercise of the foregoing Option shall be conditioned upon the following: (i) at the time of the exercise of the Option, and at the time of the commencement of the extended term, Tenant or a Permitted Assignee shall be in possession of and occupying the Premises for the conduct of its business therein and the same shall not be occupied by any other assignee, subtenant or licensee, and (ii) the notice of exercise shall constitute a representation by Tenant to Landlord effective as of the date of the exercise and as of the date of commencement of the extended term, that Tenant does not intend to seek to assign the lease in whole or in part, or sublet all of any portion of the Premises, the election to extend the term being for purposes of utilizing the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (Premises for research and development and laboratory uses) Tenant's purposes in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment conduct of both such Appraisers, those two Appraisers shall select Tenant's or a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesPermitted Assignee's business therein.

Appears in 1 contract

Sources: Lease Agreement (Virologic Inc)

Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the option two (“Option”2) consecutive options to extend the Lease Term for a period of this Lease by five (5) years each time, each such option to be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least twelve (the “Extension Term”12) as months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Lease Term, as it may have been previously extended. No extension option may be exercised by Tenant if a Default has occurred and is then continuing either at the time of exercise of the option or at the time the applicable Lease Term pursuant would otherwise have expired if the applicable option had not been exercised. (b) If Tenant exercises its option(s) to extend the Option Lease Term, Minimum Annual Rent for the Leased Premises for the applicable five (5) year option period shall be on all at the same terms and conditions Fair Market Value Rental Rate (as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof reasonably determined in accordance with Article 7this Section). The Basic Annual Rent during “Fair Market Value Rental Rate” shall be an amount equal to the Extension Term fair market rental rate being charged to similarly situated tenants for the Building and comparable buildings in the RTP/I-40 submarket (e.g., buildings of comparable age, physical condition, total size, comparable location, ESFR sprinkler, office percentage, percentage of HVAC and similar clear height). Landlord shall equal the greater of: (a) ninety-five percent (95%) provide Tenant with a good faith calculation of the Fair Market Value for the Extension Term; and (b) 103% Rental Rate upon Tenant's exercise of the then-current Basic Annual Rent at option to extend the end of Lease Term. Without limiting the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessionsforegoing, if any, and excluding specialized tenant improvements or tenant paid improvements for Tenant delivers to Landlord a comparable term, with the determination written objection to Landlord’s calculation of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on Rental Rate within ten (10) business days after Tenant’s receipt of Landlord’s calculation of the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research Rental Rate, and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall a Fair Market Value Rental Rate within ten (10) days after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Fair Market Value Rental Rate. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within five (5) days after expiration of such impasse ten (10) day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an Appraiser andappraiser unaffiliated with either party to determine the Fair Market Value Rental Rate for the Leased Premises. Each appraiser so selected shall be either a MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Fair Market Value Rental Rate for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the appointment expiration of both such Appraiserstwenty (20) day period, those the two Appraisers appraisers shall select a thirdthird appraiser meeting the above criteria. If either party fails to timely appoint an AppraiserOnce the third appraiser has been selected as provided for above, then the Appraiser the other party appoints such third appraiser shall be the sole Appraiser. Within within ten (10) days after appointment make its determination of all Appraiser(s), the Fair Market Value Rental Rate. The average of the two closest determinations of the Fair Market Value Rental Rate shall be used as the Minimum Annual Rent for the applicable five (5) year option period and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each simultaneously give bear the Appraisers cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted. Notwithstanding the foregoing, in no event shall the Minimum Annual Rent for any five (with a copy 5) year option period be less than the Minimum Annual Rent for the Lease Year immediately prior to the other partycommencement of such five (5) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Valueyear option period. The Appraisers may not select or designate any other Fair Market Value. The determination Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Appraiser(sMinimum Annual Rent for the applicable five (5) year option period and shall bind be paid at the partiessame time and in the same manner as provided in the Lease.

Appears in 1 contract

Sources: Lease Agreement (Taysha Gene Therapies, Inc.)

Option to Extend Term. Tenant Subject to Sublessor's rights set forth below, Sublessee shall have the option (“Option”) to extend the Term of this Lease by five Sublease for a period (5"Extension Period") years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted beginning on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at following the end of the thenTerm of this Sub-current Sublease and ending July 30, 2000, provided that (i) Sublessee is not in default (after any applicable notice and cure periods) under any of the terms and conditions of this Sub-Sublease at the time it exercises such option to extend or at the commencement of the Extension Period and (ii) Sublessee has given Sublessor written notice of its election to extend the Lease Term ("Extension Notice") no later than eight (8) months prior to the expiration date of the original Lease Term. In such event, the terms and conditions of this Sub-Sublease, including those relating to Base Rent, Operating Expenses, Taxes, additional rent and utility charges shall continue to apply except that there shall be adjusted in accordance with Article 7 hereofno further right to extend. “Fair Market Value” means If Sublessee fails to give an Extension Notice by such date, Sublessee's rights under this Section 12 shall be waived and of no further force and effect. Notwithstanding the then-prevailing average annual rate that comparable landlords foregoing Sublessor shall have accepted in current transactions from newthe unilateral right to terminate Sublessee's extension rights under this Section 12 by written notice to Sublessee given on or before the later to occur of (1) thirty (30) days after receipt of Sublessee's Extension Notice and (2) eight (8) months prior to the commencement date of the Extension Period, non-equity (i.e., not being offered equity in the Buildingevent that Sublessor, or any affiliate (which shall include any entity controlling, controlled by, or under common control with Sublessor), nonrenewalor any successor by merger, nonexpansion and nonaffiliated tenants consolidation or sale of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, all or as appropriate, a laboratory building, taking into consideration substantially all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided assets of Sublessor (each an "Affiliate of Sublessor"), intends to occupy the Demised Premises for its own use. If Sublessor fails to give such notice terminating Sublessee's extension rights, Sublessor's right to so terminate Sublessee's extension rights under this Section 12 shall be waived and of no further force or to be provided to the Premises, and contraction and expansion optionseffect. In the event that Sublessor shall exercise its right to terminate Sublessee's extension rights under this Section 12, Sublessor shall not thereafter enter into any sublease or assignment of the tenant inducements, allowances or concessions granted differ from Demised Premises to any party not affiliated with Sublessor for the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree period beginning on the Fair Market Value for purposes expiration date of the Lease Term and ending on the date which is six (6) months thereafter, unless Sublessor shall first give a notice to Sublessee offering Sublessee the right to reinstate its option to extend the term of this Sublease for the Extension Term then they Period. Sublessee shall engage a mutually agreeable independent third party appraiser with at least have ten (10) years’ experience in appraising the rental value business days after receipt of leased commercial premises (for research and development and laboratory uses) such notice to notice Sublessor that it wishes to remain as a sub-Sublessee in the Seattle, Washington area (Demised Premises upon the “Appraiser”). If terms and conditions set forth above for the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesExtension Period.

Appears in 1 contract

Sources: Sublease (Silverstream Software Inc)

Option to Extend Term. Landlord hereby grants to Tenant shall have the one (1) option (“Option”) to extend the initial Lease Term for a period of this Lease by five Two (52) years (the “Extension "Extended Term”) as to the entire Premises (and no less than the entire Premises) upon "), on the following terms and conditions. Any extension : (a) Tenant shall give Landlord written notice of its exercise of the option to extend the Lease Term no earlier than nine months nor later than six (6) months before the date the Lease Term would end but for said exercise. Time is of the essence. (b) Tenant may not extend the Lease Term pursuant to the Option shall be on all the same terms and conditions this Paragraph 3.5 if Tenant is in material default of any of its obligations under this Lease as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of Tenant's notice of exercise of the Fair Market Value for option (and such default has not been cured within the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, cure or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessionsgrace period, if any, and excluding specialized tenant improvements applicable to such default), or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances if Tenant shall have assigned or concessions, if any, the extent of the services provided or to be provided to otherwise transferred its interest in this Lease and/or the Premises, and contraction and expansion optionswhether or not Landlord's consent to such assignment or transfer has been given, to any third party other than an Affiliate of Tenant (as described in Paragraph 24.5 below). In If Tenant is in default under this Lease on the event date that the tenant inducementsapplicable Extended Term is to commence, allowances or concessions granted differ from the terms contained in then Landlord may elect to terminate this Lease, notwithstanding any notice given by Tenant of an adjustment exercise of its option to extend and such exercise of Tenant's option to extend the Lease Term shall be void and of no force or effect. (c) All terms and conditions of this Lease shall apply during the Extended Term, except that the monthly base Rent for the Extended Term shall be determined in accordance with Paragraph 4.4 below, Tenant shall have no further options to extend the Lease Term beyond the Extended Term described in this Paragraph 3.5 and Landlord shall have no obligation to construct or install any tenant improvements in the Premises for the benefit of the Tenant. (d) Once Tenant delivers notice of its exercise of the option to extend the Lease Term, Tenant may not withdraw such exercise and, subject to the Fair Market Value provisions of this Paragraph 3.5, such notice shall be made on a basis consistent with operate to extend the adjustments commonly made in Lease Term. The preceding to the market for comparable differences and concession packages. If Landlord contrary notwithstanding, if the Rent payable during the Extended Term is determined pursuant to Paragraph 4.4(b) below, and Tenant cannot agree on objects to the Fair Market Value for purposes amount of the Extension Term such Rent as determined pursuant to such Paragraph 4.4(b), then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser andTenant may elect to rescind its extension notice by delivering to Landlord, within ten (10) days after following the appointment date Tenant is informed of both the amount of Rent determined pursuant to Paragraph 4.4(b), (i) written notice of rescission, and (ii) an amount equal to the sum of (1) an amount equal to the appraisal costs paid or incurred by Landlord pursuant to the provisions of Paragraph 4.4(b) below, plus (2) the product obtained by multiplying (x) the monthly base Rent determined pursuant to Paragraph 4.4(b), by (y) six (6) (such Appraisers, those two Appraisers shall select a thirdsum being hereinafter referred to as the "Rescission Fee"). If either party fails to In the event such rescission notice is timely appoint an Appraisergiven and payment of such Rescission Fee is timely made, then the Appraiser Lease Term shall expire on the other party appoints shall be date the sole AppraiserLease Term would otherwise have expired had Tenant not exercised its option to extend the Lease Term. Within Time is of the essence with respect to the delivery of the rescission notice and Rescission Fee. If Tenant does not deliver such rescission notice and Rescission Fee to Landlord within the ten (10) days after appointment of all Appraiser(s)day period referred to above, Landlord and then Tenant shall each simultaneously give be deemed to have waived its right to rescind the Appraisers (with a copy extension notice. Upon the extension of the Lease Term pursuant to this Paragraph 3.5, the term "Term" as used in this Lease shall thereafter include the Extended Term and the Ending Date of this Lease shall be the expiration date of the Extended Term unless sooner terminated pursuant to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesterms hereof.

Appears in 1 contract

Sources: Net Lease Agreement (Integrated Device Technology Inc)

Option to Extend Term. (a) Landlord hereby grants to original Tenant shall have the option (“Extension Option”) to extend the Term of this Lease by for two (2) additional terms (each, an “Option Term”) of five (5) years (the “Extension Term”) as each upon and subject to the entire Premises terms and conditions set forth in this Section. The Extension Option shall be exercised, if at all, by written notice given to Landlord no more than fifteen (15) months and no less than twelve (12) months prior to the entire Premises) upon the following terms and conditions. Any extension Expiration Date of the Term pursuant to (or the First Option Term, in the case of the exercise of the second Extension Option). If Tenant exercises an Extension Option, each of the terms, covenants and conditions of this Lease (including responsibility for repair and maintenance of the Premises and responsibility for payment of Impositions) shall apply during the Option Term as though the expiration date of such Option Term was the date originally set forth herein as the Expiration Date of the Term, provided that (i) the Base Rent to be paid during the applicable Option Term shall be on all the same terms and conditions Prevailing Market Rental (as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1sthereinafter defined) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Premises for the applicable Option Term, (ii) the Expiration Date for this Lease shall become the expiration date for the applicable Option Term; and (biii) 103% there shall be no additional option terms following the second Option Term. Anything contained herein to the contrary notwithstanding, if Tenant is in monetary or material non-monetary default under any of the then-current Basic Annual Rent terms, covenants or conditions of this Lease either at the end time Tenant exercises the Extension Option or at any time thereafter prior to the commencement date of the then-current TermOption Term (in either event beyond any applicable notice and cure periods), Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate the Extension Option upon notice to Tenant. As used herein, the term “Prevailing Market Rental” for the Premises shall mean the Base Rent that Landlord could obtain for the Option Term from a third party desiring to lease the Premises for the Option Term taking into account (1) the quality and condition of the Building and the Premises, (2) the services provided under the terms of this Lease, (3) the responsibility for repair and maintenance of the Premises and responsibility for payment of Impositions as set forth herein, (3) the base rent and all other monetary payments then being obtained for new leases of space comparable to the Premises in the Building or, in the event that no other rentable areas of the Building are leased to other tenants, other buildings of comparable quality and condition as the Building and having comparable uses and located in the vicinity of the Building, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that services and allocation of responsibility for repair and maintenance and payment of taxes under such other leases, and (4) allowances for the construction of tenant improvements provided for such comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitationspace, the proposed lease termpayment of leasing commissions or moving expenses, the tenant inducements, free rent, brokerage commissions, allowances or rental abatement concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a being granted such tenants in connection with such comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premisesspace, and contraction other reasonable monetary and expansion options. In the event the nonmonetary tenant inducements, allowances or concessions inducements being granted differ from the terms contained such tenants in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, connection with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiescomparable space.

Appears in 1 contract

Sources: Lease Agreement (Dolby Laboratories, Inc.)

Option to Extend Term. Tenant shall have the one (1) option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions, provided that Tenant has not assigned or sublet more than sixty percent (60%) of the Premises, except pursuant to an Exempt Transfer, on the date the Option is exercised and on the commencement of the Option term. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: of (a) ninetythe then-five percent (95%) of the Fair Market Value for the Extension Term; current Base Rent and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Boston market of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by FMV market escalations. “Fair Market Value” means Tenant may, no more than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, but not limited to (v) the extent size of the services provided or to be provided to the Premises, (w) the length of the Option term, (x) rent in comparable buildings in the relevant market, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (y) Tenant’s creditworthiness and expansion options(z) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Boston laboratory/research and development leasing market (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Boston market and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2 The Option is not assignable separate and apart from this Lease. 42.3 The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4 Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured. (c) In the event that Tenant has defaulted in the performance of its obligations under this Lease with respect to monetary or material non-monetary obligations two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 42.5 The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4. 42.6 All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, or (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease with respect to monetary or material non-monetary obligations two (2) or more times and a service or late charge under Section 31.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 1 contract

Sources: Lease (Pyxis Oncology, Inc.)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease upon the following terms and conditions: 42.1. Tenant shall have one (1) option to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease. Basic Annual Rent at the commencement of the Option period shall equal the fair market rental rate as of the commencement of the Option period for comparable laboratory space in the Sorrento Mesa, except as follows: 42.1 California, area (“FMV”); provided, however, that the initial Basic Annual Rent during the Option period shall not be less than one hundred four percent (104%) of the Basic Annual Rent at the expiration of the initial Term. Basic Annual Rent shall be adjusted on the first (1st) day each annual anniversary of the Extension Term and each anniversary date thereof commencement of the Option period in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packagesSection 6. If Landlord and Tenant cannot agree on the Fair Market Value FMV, they shall mutually agree on a third party real estate broker with experience in the leasing of life science properties in the San Diego, California, area, who shall determine the FMV, which determination shall be binding on Landlord and Tenant. 42.2. The Option is not assignable separate and apart from this Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the initial Term of this Lease. 42.4. Notwithstanding anything contained in this Section 42, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after an event of Default as described in Section 24 of the Lease (provided, however, that, for purposes of this Subsection 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) event that Tenant has defaulted in the Seattleperformance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, Washington area whether or not Tenant has cured such defaults. 42.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise the Option because of the provisions of Section 42.4. 42.6. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of an Option if, after such exercise, but prior to the commencement date of the new term, (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (1020) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 1 contract

Sources: Lease (CardioVascular BioTherapeutics, Inc.)

Option to Extend Term. Tenant shall have the option (“Option”) All options to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension term of the Term pursuant to the Option shall be on all the same terms and conditions as this LeaseLease Agreement, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Termif any, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity set forth in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space Lease Agreement are hereby deleted in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factorstheir entirety, including, without limitation, Article 43 of the proposed lease term, First Amendment and Section 8 of the tenant inducements, free rent, brokerage commissions, allowances or concessions, if anyFourth Amendment, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with are replaced by the determination Option to Extend the Term described in this Section 8 of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent this Fifth Amendment. Provided Tenant has cured any default of the services provided Lease Agreement in the prescribed time and manner described in the Lease Agreement at any time from the time Tenant exercises the applicable option as set forth herein until such time as such extended term commences, Tenant shall have two (2) options to extend the term (each an “Option to Extend the Term”) of this Lease Agreement for an additional period of twelve (12) months each (each an “Additional Extended Term”) immediately following the expiration date of the Fourth Extended Term and the first Additional Extended Term, as applicable. To exercise each option, Tenant must give written notice to Landlord at least six (6) months, but not more than nine (9) months, prior to the expiration date of the Fourth Extended Term or the first Additional Extended Term, as applicable. Time is agreed to be provided of the essence with respect to the Premises, and contraction and expansion optionsthis notice requirement. In the event Tenant effectively exercises each such option, the tenant inducementsannual base rent (“Annual Base Rent”) for the Demised Premises over the applicable Additional Extended Term shall be the then fair market rental rate per rentable square foot of the Demised Premises per annum as determined by Landlord. Landlord shall advise Tenant in writing of the then fair market rental rate for the Demised Premises. As used herein, allowances or “fair market rental rate” shall mean the annual rate per rentable square foot that Landlord could reasonably expect to obtain from a third party desiring to lease the Demised Premises within the Ontario Airport submarket for the applicable Additional Extended Term, taking into account all allowances, concessions granted differ from and commissions. If Tenant accepts Landlord’s statement of such fair market rental rate in writing within thirty (30) days of receipt of Landlord’s statement of the terms contained in this Leasesame, an adjustment the Base Taxes and Base Operating Costs during the applicable Additional Extended Term shall be the actual Taxes and Operating Costs for calendar year two thousand nine (2010) for the first Additional Extended Term, and for calendar year two thousand eleven (2011) for the second Additional Extended Term. If Tenant objects to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made fair market rental rate submitted by Landlord within such thirty day period, Landlord and Tenant will attempt in the good faith to agree upon such fair market for comparable differences and concession packagesrental rate using their best good faith efforts. If Landlord and Tenant cannot agree fail to reach agreement on such fair market rental rate within fifteen (15) days thereafter, then either Landlord or Tenant may terminate the Fair Market Value for purposes applicable Option to Extend the Term upon written notice to the other party. Each Option to Extend the Term may only be exercised as to the entire Demised Premises and any attempt to exercise an Option to Extend the Term as to any portion of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising Demised Premises, but not as to the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattleentire Demised Premises, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be null and void. The second Option to Extend the sole AppraiserTerm shall be null and void unless Tenant has validly exercised the first Option to Extend the Term. Within ten Each Option to Extend the Term shall be personal to the original Tenant hereunder named Kaiser Venture, LLC and shall be immediately null and void and of no effect if such original Tenant assigns the Lease Agreement with or without Landlord’s consent in accordance with Article VI of the Lease Agreement. Except as otherwise provided in this Article, all of the covenants, terms and conditions of this Lease Agreement shall apply in full force and effect during each Additional Extended Term except that (10i) days after appointment any financial incentives; (ii) any construction work; (iii) any options to reduce, extend, expand, terminate; and (iv) any rights of all Appraiser(s)first refusal, offer or negotiation previously provided to Tenant shall not be applicable to each Additional Extended Term. Prior to the first day of each Additional Extended Term, Landlord shall prepare and Landlord and Tenant shall each simultaneously give the Appraisers (with a copy execute an amendment to the other party) its determination Lease Agreement for the purpose of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, confirming the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesabove.

Appears in 1 contract

Sources: Lease Agreement (Kaiser Ventures LLC)

Option to Extend Term. (a) Provided Tenant shall have is not in monetary default or material non-monetary default beyond applicable notice and cure periods of this Lease at the option time of the exercise of the options set forth herein, Landlord hereby grants to Tenant two (“Option”2) consecutive options to extend the Term for all (but not part) of the Premises in accordance with the provisions of this Lease by five Section 3.4(a). Tenant must exercise the option for all of the Premises for a period of ten (510) years each time, each such option to be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease not more than eighteen (the “Extension Term”18) as months, nor less than twelve (12) months prior to the entire Premises expiration of the Term, as it may have been previously extended. The second ten (10) year option cannot be exercised unless the immediately preceding ten (10) year option has been so exercised and no less than the entire Premises) upon Term accordingly extended. Each extension period shall commence on the day immediately following terms and conditions. Any extension the last day of the Term pursuant (as it may have been extended). (b) If Tenant exercises either of its options to extend the Option Term, Landlord shall, within thirty (30) days after receipt of Tenant’s exercise notice, notify Tenant in writing of Landlord’s reasonable determination of the Base Rent (including increases) for the Premises for the applicable ten (10) year option period, which amount shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Prevailing Market Value Rate for such space (as hereafter defined). Tenant shall have thirty (30) days from its receipt of Landlord’s notice setting forth Landlord’s determination of Base Rent to notify Landlord in writing that Tenant (i) withdraws its election to exercise the Extension Term; and option, or (bii) 103% agrees with Landlord’s determination of the then-current Basic Annual Rent at the end Base Rent, or (iii) does not agree with Landlord’s determination of the then-current Term, Base Rent and shall be adjusted that Tenant elects to determine the Prevailing Market Rate (as hereafter defined) in accordance with Article 7 hereofthe procedure set forth below. If Tenant does not so notify Landlord in writing within thirty (30) days of its receipt of Landlord’s notice, Base Rent for the Premises for the applicable extended term shall be the Base Rent set forth in Landlord’s notice to Tenant. The phrase Fair Prevailing Market ValueRatemeans shall mean one hundred percent (100%) of the then-then prevailing average annual market rate that for the twelve (12) month period prior to Tenants’ renewal notice for base rent for a ten (10) year term calculated on a per rentable square foot basis for leases covering buildings comparable landlords have accepted to the condition of the Premises (including the Initial Tenant Improvements and any subsequent Alteration made by Tenant) in current transactions from new, non-equity projects similar to the Project located in central and northern New Jersey (i.e., not being offered equity in hereinafter referred to as the Building“Market Area”), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all other relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or but not limited to rent concessions and liability for common area maintenance. The Prevailing Market Rate shall be provided to the Premises, and contraction and expansion options. determined by an appraisal procedure as follows: In the event that Tenant notifies Landlord that Tenant disagrees with Landlord’s determination of the tenant inducementsmarket rate and that Tenant elects to determine the Prevailing Market Rate, allowances or concessions granted differ from then Tenant shall specify, in such notice to Landlord, Tenant’s selection of a real estate appraiser, who shall act on Tenant’s behalf in determining the terms contained Prevailing Market Rate. Within twenty (20) days after Landlord’s receipt of Tenant’s selection of a real estate appraiser, Landlord, by written notice to Tenant, shall designate a real estate appraiser, who shall act on Landlord’s behalf in this Leasethe determination of the Prevailing Market Rate. Within twenty (20) days of the selection of Landlord’s appraiser, an adjustment the two (2) appraisers shall render a joint written determination of the Prevailing Market Rate. If the two (2) appraisers are unable to agree upon a joint written determination within said twenty (20) day period, the two appraisers shall select a third appraiser within such twenty (20) day period. Within twenty (20) days after the appointment of the third appraiser, the third appraiser shall render a written determination of the Prevailing Market Rate by selecting, without change, the determination of one (1) of the original appraisers as to the Fair Prevailing Market Value Rate and such determination shall be made on a basis consistent final, conclusive and binding. All appraisers selected in accordance with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they this subparagraph shall engage a mutually agreeable independent third party appraiser with have at least ten (10) years’ years prior experience in appraising the rental value commercial leasing market of leased commercial premises (for research the Market Area and development and laboratory uses) in shall be members of the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a thirdAppraisal Institute or similar professional organizations. If either party Landlord or Tenant fails or refuses to timely appoint select an Appraiserappraiser, then the Appraiser the other party appoints appraiser shall alone determine the Prevailing Market Rate. Landlord and Tenant agree that they shall be bound by the sole Appraiserdetermination of the Prevailing Market Rate pursuant to this paragraph. Within ten (10) days after appointment Landlord shall bear the fee and expense of all Appraiser(s)its appraiser, Tenant shall bear the fee and expenses of its appraiser, and Landlord and Tenant shall each simultaneously give share equally the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination fee and expenses of the Appraiser(s) shall bind the partiesthird appraiser, if any.

Appears in 1 contract

Sources: Lease Agreement (PTC Therapeutics, Inc.)

Option to Extend Term. Landlord hereby grants to Tenant shall have the one (1) option (“Option”) to extend the initial Lease Term for a period of this Lease by five three (53) years (the “Extension "Extended Term”) as to the entire Premises (and no less than the entire Premises) upon "), on the following terms and conditions. Any extension : (a) Tenant shall give Landlord written notice of its exercise of the option to extend the Lease Term no earlier than nine months nor later than six (6) months before the date the Lease Term would end but for said exercise. Time is of the essence. (b) Tenant may not extend the Lease Term pursuant to the Option shall be on all the same terms and conditions this Paragraph 3.5 if Tenant is in material default of any of its obligations under this Lease as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of Tenant's notice of exercise of the Fair Market Value for option (and such default has not been cured within the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, cure or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessionsgrace period, if any, and excluding specialized tenant improvements applicable to such default), or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances if Tenant shall have assigned or concessions, if any, the extent of the services provided or to be provided to otherwise transferred its interest in this Lease and/or the Premises, and contraction and expansion optionswhether or not Landlord's consent to such assignment or transfer has been given, to any third party other than an Affiliate of Tenant (as described in Paragraph 24.5 below). In If Tenant is in default under this Lease on the event date that the tenant inducementsapplicable Extended Term is to commence, allowances or concessions granted differ from the terms contained in then Landlord may elect to terminate this Lease, notwithstanding any notice given by Tenant of an adjustment exercise of its option to extend and such exercise of Tenant's option to extend the Lease Term shall be void and of no force or effect. (c) All terms and conditions of this Lease shall apply during the Extended Term, except that the monthly base Rent for the Extended Term shall be determined in accordance with Paragraph 4.4 below, Tenant shall have no further options to extend the Lease Term beyond the Extended Term described in this Paragraph 3.5 and Landlord shall have no obligation to construct or install any tenant improvements in the Premises for the benefit of the Tenant. (d) Once Tenant delivers notice of its exercise of the option to extend the Lease Term, Tenant may not withdraw such exercise and, subject to the Fair Market Value provisions of this Paragraph 3.5, such notice shall be made on a basis consistent with operate to extend the adjustments commonly made in Lease Term. The preceding to the market for comparable differences and concession packages. If Landlord contrary notwithstanding, if the Rent payable during the Extended Term is determined pursuant to Paragraph 4.4(b) below, and Tenant cannot agree on objects to the Fair Market Value for purposes amount of the Extension Term such Rent as determined pursuant to such Paragraph 4.4(b), then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser andTenant may elect to rescind its extension notice by delivering to Landlord, within ten (10) days after following the appointment date Tenant is informed of both the amount of Rent determined pursuant to Paragraph 4.4(b), (i) written notice of rescission, and (ii) an amount equal to the sum of (1) an amount equal to the appraisal costs paid or incurred by Landlord pursuant to the provisions of Paragraph 4.4(b) below, plus (2) the product obtained by multiplying (x) the monthly base Rent determined pursuant to Paragraph 4.4(b), by (y) six (6) (such Appraisers, those two Appraisers shall select a thirdsum being hereinafter referred to as the "Rescission Fee"). If either party fails to In the event such rescission notice is timely appoint an Appraisergiven and payment of such Rescission Fee is timely made, then the Appraiser Lease Term shall expire on the other party appoints shall be date the sole AppraiserLease Term would otherwise have expired had Tenant not exercised its option to extend the Lease Term. Within Time is of the essence with respect to the delivery of the rescission notice and Rescission Fee. If Tenant does not deliver such rescission notice and Rescission Fee to Landlord within the ten (10) days after appointment of all Appraiser(s)day period referred to above, Landlord and then Tenant shall each simultaneously give be deemed to have waived its right to rescind the Appraisers (with a copy extension notice. Upon the extension of the Lease Term pursuant to this Paragraph 3.5, the term "Term" as used in this Lease shall thereafter include the Extended Term and the Ending Date of this Lease shall be the expiration date of the Extended Term unless sooner terminated pursuant to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesterms hereof.

Appears in 1 contract

Sources: Net Lease Agreement (Integrated Device Technology Inc)

Option to Extend Term. Tenant shall have the option (the “Option”) to extend the Lease Term of this Lease by five three (53) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Lease Term pursuant to the Option shall be on all the same terms and conditions as this the Amended Lease, except as follows: 42.1 Basic Annual 10.1 Minimum Monthly Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Sorrento Valley submarket of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and in each case shall be further increased on each annual anniversary of the then-current TermOption term commencement date by three percent (3%). Tenant may, and no more than twelve (12) months prior to the date the Lease Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall be adjusted in accordance with Article 7 hereofspecify whether Tenant accepts Landlord’s proposed estimate of FMV. “Fair Market Value” means If Tenant does not accept the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newFMV, non-equity (i.e., not being offered equity in then the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingparties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (m) the extent size of the services provided or to be provided to the Premises, (n) the length of the Option term, (o) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances, moving allowances and contraction brokerage commissions, (p) Tenant’s creditworthiness and expansion options(q) the quality and location of the Building and the Center. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a MAI appraiser with local knowledge of the Fair Market Value Sorrento Valley laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they American Arbitration Association or any successor organization thereto (the “AAA”). The Baseball Arbitrator selected by the parties or designated by the AAA shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Sorrento Valley submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. If the lower determination of the FMV is within ten percent (10%) of the higher determination of the FMV, then the average of the two determinations of the FMV shall be deemed the FMV. Otherwise, the Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence and the Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. If the average of the two (2) FMV determinations is not used as set forth above, the arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator (or determined by averaging the two (2) FMV determinations, if applicable) shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Minimum Monthly Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Minimum Monthly Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Minimum Monthly Rent equal to the Minimum Monthly Rent payable with respect to the last year of the then-current Lease Term. After the final determination of Minimum Monthly Rent payable for the Option term, the parties shall promptly execute a written amendment to the Amended Lease specifying the amount of Minimum Monthly Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 10.2 The Option is not assignable separate and apart from the Amended Lease. 10.3 The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least nine (9) months (but no more than twelve (12) months) prior to the end of the expiration of the then-current Lease Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 10.4 Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of the Amended Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Event of Default as described in Article 21 of the Lease (provided, however, that, for purposes of this Section 10.4(b), Landlord shall not be required to provide Tenant with notice of such Event Default) and continuing until Tenant cures any such Event of Default, if such Event of Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its monetary or other material obligations under the Amended Lease two (2) or more times and a service or late charge has become payable under Section 22.4 of the Lease for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 10.5 The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 10.4. 10.6 All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisers, those default or (c) Tenant has defaulted under this Lease two Appraisers shall select (2) or more times and a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data service or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination late charge under Section 22.4 of the Appraiser(s) shall bind the partiesLease has become payable for any such default, whether or not Tenant has cured such defaults.

Appears in 1 contract

Sources: Sublease Agreement (Locust Walk Acquisition Corp.)

Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the option two (“Option”2) consecutive options to extend the Term for a period of this Lease by five (5) years each time, each option to be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least two hundred forty (240) days prior to (but not more than three hundred sixty (360) days prior to) the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Term, as it may have been previously extended. No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing either at the time of exercise of the option or at the time the applicable Term pursuant to would otherwise have expired if the Option shall be on all applicable option had not been exercised. (b) For the same terms and conditions as this Leasefirst extension option, except as follows: 42.1 Basic Annual the Base Rent shall be adjusted based on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Prevailing Market Rate for such space. For the second extension option, the Base Rent at shall be based on the end of Prevailing Market Rate for such space. If Tenant exercises its option[s] to extend the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser andshall, within ten thirty (1030) days after the appointment receipt of both such AppraisersTenant's notice of exercise, those two Appraisers notify Tenant in writing of Landlord's reasonable determination of the Base Rent for the Demised Premises, based on Landlord's reasonable determination of the Prevailing Market Rate as defined below. Tenant shall select a thirdhave thirty (30) days from its receipt of Landlord's notice of Landlord's determination of the Base Rent to notify Landlord in writing that Tenant does not agree with Landlord's determination. Tenant shall then elect either (i) to determine the Prevailing Market Rate (as defined and calculated below) or (ii) to retract its option to extend the Term, in which case the 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. If either party fails to timely appoint an AppraiserTenant does not notify Landlord of such election within thirty (30) days of its receipt of Landlord's notice, then Base Rent for the Appraiser Demised Premises for the other party appoints applicable extended term shall be the sole AppraiserBase Rent set forth in Landlord's notice to Tenant. The phrase "Prevailing Market Rate" shall mean the then prevailing market rate for base minimum rental calculated on a per square foot basis for leases covering buildings comparable to the Building (as adjusted for any variances between such buildings and the Building) located in the area of West Broward County (hereinafter referred to as the "Market Area"). The Prevailing Market Rate shall be determined by an appraisal procedure as follows: In the event that Tenant notifies Landlord that Tenant disagrees with Landlord's determination of the market rate and that Tenant elects to determine the Prevailing Market Rate, then Tenant shall specify, in such notice to Landlord, Tenant's selection of a real estate appraiser who shall act on Tenant's behalf in determining the Prevailing Market Rate. Within ten twenty (1020) days after appointment Landlord's receipt of all Appraiser(s)Tenant's selection of a real estate appraiser, Landlord and Tenant Landlord, by written notice to Tenant, shall each simultaneously give designate a real estate appraiser, who shall act on Landlord's behalf in the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(sPrevailing Market Rate. Within twenty (20) days of the selection of Landlord's appraiser, the two (2) appraisers shall bind render a joint written determination of the parties.Prevailing Market Rate, which determination shall take into consideration any differences between the Building and those buildings comparable to the Building located in the Market Area, including

Appears in 1 contract

Sources: Industrial Lease Agreement (Andrx Corp)

Option to Extend Term. Provided that: (i) Landlord has not given Tenant notice of a default more than two (2) times in the twenty-four (24) months immediately preceding the Expiration Date, (ii) there then exists no uncured default by Tenant under the Lease following applicable notice and cure periods, (iii) Tenant has not previously assigned this Lease or sublet all of the Premises (except for a Permitted Transfer), and (iv) Tenant remains creditworthy, as determined by Landlord in Landlord's reasonable discretion, Tenant shall have the right and option (each an "Extension Option" and collectively the "Extension Options") to extend the Term for up to two (2) additional periods of this Lease by five (5) years (each, exercisable in the following manner. If Tenant is desirous of exercising an Extension Term”) as to the entire Premises (and no Option under this Article 39, Tenant shall give Landlord written notice not less than the entire Premisestwelve (12) upon the following terms and conditions. Any extension months in advance of the then scheduled Expiration Date of Tenant's intention to extend the Term pursuant ("Tenant's Extension Notice"), it being agreed that time is of the essence and that the Extension Option is personal to Tenant and is non-transferable to any transferee or other party other than through a Permitted Transfer. Tenant's notice must include a Letter of Credit meeting the requirements of this Lease which has an expiration date not earlier than 90 days following the extended Expiration Date and shall be irrevocable. Promptly after receipt of Tenant's Extension Notice, Landlord and Tenant shall negotiate the rent for the Extension Option in good faith. The Extension Option shall be on all under the same terms and conditions as provided in this Lease, Lease except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) each Extension Option period shall begin on the Expiration Date of the Fair Market Value for immediately preceding Term and thereafter the Extension Term; and Expiration Date shall be five (5) years from such date; (b) 103% all references to the Term in this Lease shall be deemed to mean the Term as extended pursuant to this Article; (c) after the exercise of the then-current Basic Annual Rent at the end of the then-current Termsecond Extension Option provided herein, and there shall be adjusted no further options to extend; and (d) the Fixed Rent payable by Tenant during the Term of any Extension Option shall be the then market rate as reasonably determined by Landlord and Tenant negotiating in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion optionsgood faith. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment parties cannot agree as to the Fair Market Value then market rate, the parties shall agree on the appointment of a real estate appraiser (the "Appraiser") having the M.A.I. designation, the cost of which shall be shared equally by Landlord and Tenant, which Appraiser shall be knowledgeable of commercial market rents in the ▇▇▇▇▇▇▇ County, Pennsylvania market rental area, who shall make a fair market rental determination. The fair market rental determination will not take into account the improvements made on a basis consistent with by Tenant in the adjustments commonly made Premises and will take into account the extent to which the Fixed Rent is subject to an annual adjustment during the applicable Extension Option periods and rent concessions in the market for comparable differences (free rent, tenant improvement allowances, base year and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”any other concessions). If In the event that the parties cannot agree on the Appraiser, each shall within ten thirty (1030) days after such impasse appoint an Appraiser and, within ten (10) days after on the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an the Appraiser, then the Appraiser the other party appoints matter shall be submitted to binding arbitration pursuant to the sole Appraiser. Within ten (10) days after appointment rules for commercial arbitration of all Appraiser(s)the American Arbitration Association, at the equal administrative cost of Landlord and Tenant Tenant. The decision of the Appraiser, or arbitrator, shall each simultaneously give be binding on the Appraisers (with a copy parties. Notwithstanding anything to the other partycontrary set forth above, in the event that Tenant occupies the entire Building, Tenant may exercise its first Extension Option for either two (2) its determination of Fair Market Value, with such supporting data entire floors or information as each submitting party determines appropriatethree (3) entire floors within the Building. Within ten If Tenant exercises the option for two (102) days after such submissionsfloors, the Appraisers floors must be contiguous. In the event that Tenant elects to exercise the first Extension Option for only two (2) floors in the Building, Tenant's option to exercise the second Extension Option shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of be available only for the Appraiser(stwo (2) shall bind floors renewed under the partiesfirs Extension Option.

Appears in 1 contract

Sources: Sublease Agreement (Aclaris Therapeutics, Inc.)

Option to Extend Term. Provided that Tenant is not in default under this Lease (beyond the expiration of all applicable notice and cure periods) at the time of exercise of its Extension Option (hereafter defined in this Paragraph 3.1 and at commencement of the Extension Term (hereafter defined in this Paragraph 3.1, Tenant shall have the option (the Extension Option”) to extend the Term initial term of this Lease by five (5the “Initial Term”) for one (1) period of three (3) years (the “Extension Term”), commencing at the expiration of the Initial Term. 3.1.1. If Tenant exercises the Extension Option, Tenant shall give unconditional written notice (the “Exercise Notice”) as of its exercise to Landlord not earlier than twelve (12) months and not later than nine (9) months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Term pursuant Initial Term. Tenant’s failure to give the Option Exercise Notice in a timely manner shall be on all the same terms deemed a waiver of Tenant’s Extension Option. The terms, covenants and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during applicable to the Extension Term shall equal be the greater ofsame terms, covenants and conditions of this Lease applicable during the Initial Term, except that: (ai) ninety-five percent (95%) Tenant shall not be entitled to any further options to extend the Term of the Fair Market Value for this Lease beyond the Extension Term; and (bii) 103% the Monthly Rent for the Premises shall be the Fair Market Rental Value (hereafter defined in Paragraph 3.1.2) of the then-current Basic Annual Rent at Premises. All unexercised Extension Options shall automatically terminate and become null and void upon the end earlier to occur of (1) the occurrence of any uncured event of default by Tenant (beyond the expiration of all applicable notice and cure periods) of any monetary obligation hereunder, (2) the termination of Tenant’s right to possession of the then-current TermPremises, and shall (3) the termination of this Lease, (4) any assignment or transfer, by operation of law or otherwise, of all or substantially all of Tenant’s interest in this Lease (other than to a Permitted Transferee), or (5) the failure of Tenant to timely or properly exercise its Extension Option as aforesaid. Once delivered, an Exercise Notice cannot be adjusted in accordance with Article 7 hereofrescinded or revoked by Tenant. 3.1.2. For purposes of this Paragraph 3.1, “Fair Market Rental Value” means of the then-prevailing average annual Premises shall be equal to the greater of (a) the base rental rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity paid in the Building)final year of the Initial Term, nonrenewal, nonexpansion and nonaffiliated or (b) one hundred percent (100%) of the rental rate at which tenants of similar financial strength for lease comparable space to the Premises which is located in the Santa ▇▇▇▇▇ submarket as of the commencement of the Extension Term. For this purpose, “comparable laboratory buildings comparably locatedspace” shall be a proportional combination of research and development and office space that is: (i) not subleased; (ii) not subject to another tenant’s expansion rights; (iii) comparable in age, with comparable size, location, and quality to the Premises; and floor height in (iv) leased for a first class office buildingterm comparable to the Extension Term. In determining the rental rate of comparable space, or as appropriate, a laboratory building, taking the parties shall take into consideration all relevant factors, including, without limitation, periodic rent escalations and also take into consideration the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or following concessions for renewing tenants: (A) rental abatement concessions, if any, being granted to renewing tenants in connection with the comparable space; and excluding specialized (B) tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided for the comparable space, taking into account the value of the existing improvements in the applicable premises, based on the age, quality, and layout of the improvements. Notwithstanding anything to the Premisescontrary herein, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Rental Value of the Premises as determined pursuant to this Paragraph 3.1 shall be made include annual escalations during the Extension Term. 3.1.3. Within thirty (30) days after Landlord receives the Exercise Notice, Landlord shall provide in writing to Tenant its estimate of the Fair Market Rental Value of the Premises for the Extension Term. Landlord and Tenant shall for an additional thirty (30) days thereafter attempt in good faith to agree on a basis consistent with the adjustments commonly made in Fair Market Rental Value of the market Premises for comparable differences and concession packagesthe Extension Term. If Landlord and Tenant cannot agree on the Fair Market Rental Value of the Premises for purposes of the Extension Term then during such thirty (30) day period, they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising immediately execute an amendment to this Lease stating the rental value of leased commercial premises (Monthly Rent for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”)Extension Term. 3.1.4. If the parties cannot Landlord and Tenant are unable to agree on the AppraiserMonthly Rent for the Extension Term within the thirty (30) day period described in the second sentence in Paragraph 3.1.3, each shall within ten (10) days after such impasse appoint an Appraiser and, then within ten (10) days after the appointment expiration of both such Appraiserssaid thirty (30) day period, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and or Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.may

Appears in 1 contract

Sources: Sublease (Minerva Surgical Inc)

Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the one (1) option (“Option”) to extend the Term for a period of this Lease by five (5) years years, such option to be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least one hundred eighty (180) days prior to (but not more than two hundred ten (210) days prior to) the “Extension expiration of the Term, as extended hereby. No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing or any 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 option or at the time the applicable Term would otherwise have expired if the applicable option had not been exercised. (b) as If Tenant exercises its option to extend the entire 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 Base Rent for the Demised Premises for the five (and no 5) year option period, which amount shall not be less than the entire PremisesBase Rental rate to be in effect immediately prior to the commencement of such option period, taking into account all relevant factors for space of this type in the Buford, Georgia area. Tenant shall have thirty (30) upon the following terms and conditions. Any extension days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the Base Rent and therefore that Tenant elects to retract its option to extend the Term, in which case the Term, as extended by this Amendment, shall expire on its scheduled expiration date and Tenant's option to extend the Term pursuant to the Option shall be on void and of no further force and effect. If Tenant does not notify Landlord of such retraction within thirty (30) days of its receipt of Landlord's notice, Base Rent for the Demised Premises for the extended term shall be the Base Rent set forth in Landlord's notice to Tenant. (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 as this set forth in the Lease, except including Tenant's obligation to pay Tenant's share of Operating Expenses as follows: 42.1 Basic Annual Rent shall be adjusted on provided in the first (1st) day of Lease; provided, however, that any improvement allowances, rent abatements or other concessions applicable to the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent Demised Premises during the Extension initial Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value not be applicable during any such extended term, nor shall Tenant have any additional extension options unless expressly provided for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion optionsLease. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give enter 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 Appraisers (with renewal that Tenant deliver to Landlord a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination reaffirmation of the Appraiser(s) shall bind guaranty in which the partiesguarantor acknowledges Tenant's exercise of its renewal option and reaffirms that the guaranty is in full force and effect and applies to said renewal.

Appears in 1 contract

Sources: Industrial Lease Agreement (Systemax Inc)

Option to Extend Term. Landlord hereby grants to Tenant shall have the option (“Option”) to extend the Lease Term for one (1) additional period of this Lease by five three (53) years (the “Extension Extended Term”) as to the entire Premises (and no less than the entire Premises) upon ), on the following terms and conditions: (a) Tenant shall give Landlord written notice of its exercise of the option to extend the Lease Term for the Extended Term no earlier than nine (9) months nor later than six (6) months before the date the Lease Term would end but for said exercise. Any Time is of the essence. (b) Tenant may not extend the Lease Term pursuant to this Paragraph 3.4 if Tenant is in default (beyond any applicable notice and/or cure periods) in the performance of any of the material terms and conditions of this Lease at the time of Tenant’s notice of exercise of this option, or if Tenant shall have assigned or otherwise transferred its interest in this Lease and/or the Premises, or any portion thereof, to any person or entity other than a Permitted Transferee (unless Landlord has waived such restriction in any written consent to such assignment or subletting, which waiver may be withheld in Landlord’s sole and absolute discretion). If Tenant is in default in the performance of any of the material terms and conditions of this Lease on the date that the Extended Term is to commence, then Landlord may, subject to Tenant’s notice and cure rights under the provisions of this Lease, elect to terminate this Lease notwithstanding any notice given by Tenant of an exercise of its option to extend. (c) All terms and conditions of this Lease shall apply during the Extended Term, except that (i) the Rent for the applicable Extended Term shall be determined in accordance with Paragraph 3.5 below, (ii) there shall be no further rights to extend the Lease Term beyond the extension right granted in this Paragraph 3.4 above, and (iii) Landlord shall have no obligation to construct any improvements on, in or around the Premises or in the Building or to provide any tenant improvement allowance. (d) Once Tenant delivers notice of its exercise of the option to extend the Lease Term, Tenant may not withdraw such exercise and, subject to the provisions of this Paragraph 3.4, such notice shall operate to extend the Lease Term. Upon the extension of the Lease Term pursuant to this Paragraph 3.4, the Option term “Lease Term” as used in this Lease shall be on all thereafter include the same terms Extended Term and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day expiration date of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints Lease shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination expiration date of the Appraiser(s) shall bind the partiesExtended Term.

Appears in 1 contract

Sources: Net Lease Agreement (Rackable Systems, Inc.)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term term of this Lease by for three (3) separate and additional periods of five (5) years each. Each such option shall be exercisable by written notice from Tenant to Landlord at least six (the “Extension Term”6) as months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Term pursuant to then expiring term. Base Rent for the Option Leased Premises for each extension period shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at Prevailing Market Rate which shall mean the end prevailing annual rental rate per square foot of rentable area in comparable office buildings in the then-current Termproperty's market area. The determination of Prevailing Market Rate shall take into consideration the lack of tenant improvements, no rent concessions, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all other relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If the Landlord and Tenant cannot are unable to agree on the Fair a Prevailing Market Value for purposes Rate within thirty (30) days after Tenant's exercise of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising option to extend, Tenant may cancel and rescind its exercise of the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”)option. If the parties canTenant does not agree on rescind them, the Appraiser, Prevailing Market Rate shall be determined by appraisal. Landlord and Tenant shall each shall within ten (10) days after such impasse appoint an Appraiser and, designate by written notice within ten (10) days after the appointment expiration of both such Appraiserssaid thirty (30) day period, those two Appraisers the name of a qualified appraiser who shall select have at least five (5) years experience relevant to office space in the market area. Each of the appraisers shall submit to Landlord and Tenant within thirty (30) days after his or her appointment, a thirdwritten determination of the Prevailing Market Rate for the applicable option period. If either party fails to timely appoint an Appraiserthe lower of the two appraisers' determinations is not less than 95% of the other determination, then the Appraiser average of the other party appoints two determinations shall be deemed to be the then Prevailing Market Rate. If such is not the case, then the two appraisers shall mutually select a third qualified and impartial appraiser who shall have had at least five (5) years experience relevant to office space in the market area. Such third appraiser shall issue a determination of said Prevailing Market Rate within thirty (30) days of his or her appointment. The Prevailing Market Rate shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination average of the Appraiser(s) two determinations which are closest. Minimum Rent shall bind then be calculated at the partiesrate of 95% of such Prevailing Market Rate. In no case shall the rate for any Option Period be less than the previous year's rate.

Appears in 1 contract

Sources: Lease (Metavante Corp)

Option to Extend Term. ‌ The Tenant shall have the option two (“Option”2) to extend the Term of this Lease by five (5) years year extension options (the first such extension option referred to as "Extension Option One" and the second such extension option referred to as "Extension Option Two" and each an "Extension Option") (each such five (5) year term being an "Extension Term”) as "), subject to the entire Premises (following terms, conditions and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as followsprovisions: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) the Tenant shall have no right to exercise an Extension Option if it is in default under the terms of the Fair Market Value for the Extension Term; and this Lease or there is then an existing Event of Default; (b) 103% extension Option One shall only be exercised by the Tenant delivering a written notice to the Landlord no later than three (3) months prior to the expiration of the then-current Basic Annual Rent at initial Term. Extension Option Two shall only be exercisable if the end of the then-current TermTenant has exercised Extension Option One, and shall be adjusted exercised by the Tenant delivering a written notice to the Landlord no later than three (3) months prior to the expiration of the Extension Option One Extension Term; (a) upon the exercise of an Extension Option the Tenant shall accept the Premises in accordance with Article 7 hereof. “Fair Market Value” means "as is" condition and the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., Landlord shall not being offered equity be obligated to perform any work in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided Premises or to be provided pay to the Premises, and contraction and expansion options. In Tenant any leasehold improvement allowance or other leasehold inducement (b) the event parties shall enter into an extension agreement which shall provide that the tenant inducements, allowances or concessions granted differ from Term is extended on the terms and conditions contained in this Lease, an adjustment except: (i) the Net Rent payable under this Lease shall be the rent that would be charged by a willing landlord to a willing tenant, acting at arm's length to each other, for premises similar to the Premises, having regard to the size, quality, efficiency/utility and location of the Premises, taking into account the length of the Term and the age, size, quality, and efficiency/utility of all buildings on the Premises (including all improvements thereto, whether made by the Tenant or otherwise), but excluding any allowances and concessions being offered in the market (the "Fair Market Rent"), provided that the Fair Market Value Rent shall not, in any event, be made on a basis consistent with less than Net Rent payable by the adjustments commonly made in Tenant under this Lease immediately prior to the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes exercise of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten Option; (10ii) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If if the parties cannot agree on upon the AppraiserFair Market Rent by the date that is three (3) months from the exercise of the Extension Option, then such rent shall be determined by a single arbitrator, if the parties agree upon one, otherwise, to three arbitrators, one to be appointed by each of the Landlord and the Tenant and a third to be appointed by the first named arbitrators. Should the two arbitrators so appointed be unable to agree upon the third arbitrator, then the third arbitrator shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after be appointed by a Judge of the appointment Ontario Superior Court of both such Appraisers, those two Appraisers shall select a thirdJustice upon application thereto. If either party fails of the parties to timely the dispute refuses or neglects to appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.arbitrator within ten

Appears in 1 contract

Sources: Net Industrial Lease

Option to Extend Term. Tenant Tenant, provided it is not in default under the terms of this Lease Agreement, shall have the right to renew this Lease for two (2) additional three (3) year terms (the "Option Term"), commencing immediately upon the expiration of the last day of the Initial Term or the first Option Term, as applicable, under this Lease. During each year of the Option Terms, Tenant shall pay to Landlord as follows: As to the first three (3) year extension term: 6th Year - $8.32 per square foot 7th Year - $8.65 per square foot 8th Year - $9.00 per square foot As to the second three (3) year extension term: 9th Year - $ 9.36 per square foot 10th Year - $ 9.73 per square foot 11th Year - $10.12 per square foot This Base Rent during the option Terms shall be payable in twelve (“Option”12) to extend equal monthly installments, in advance on the Term 1st day of each month, without demand, deduction or setoff. All terms and 36 provisions of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension shall remain in effect during each of the Option Terms. The Initial Term pursuant to and the Option Term(s) are hereafter collectively referred to as the "Term". (1) The Tenant shall give Landlord ninety (90) days written notice of its intention to exercise each Option Term. Time is of the essence. Such Option Term shall be on subject to all the same terms and conditions as this Leaseof the original Lease between the parties, except as follows:expressly modified by this option. 42.1 Basic Annual Rent shall be adjusted on (2) In the first event that Tenant does not give Landlord written notice of its intention to exercise an Option Term within one hundred twenty (1st120) day days of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Initial Term or the end of the first Option Term, and as applicable, Landlord shall have the right, beginning one hundred twenty (120) days prior to termination of Tenant's tenancy, to show the Premises to prospective Lessees. This right shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the thenexercised during normal business hours and Landlord shall give Tenant at least twenty-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity four (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value 24) hours notice prior to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or exercising Landlord's option to be provided to show the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 1 contract

Sources: Purchase Agreement (United American Healthcare Corp)

Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the option three (“Option”3) consecutive options to extend the Term for a period of this Lease by five (5) years each time, each such option to be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least two hundred seventy (270) days prior to (but not more than three hundred sixty-five (365) days prior to) the “Extension expiration of the Term, as it 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 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 option or at the time the applicable Term would otherwise have expired if the applicable option had not been exercised. (b) as If Tenant exercises its option[s] to extend the entire 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 Base Rent for the Demised Premises for the applicable five (and no 5) year option period, which amount shall be determined using a per square foot rental rate not less than the entire PremisesBase Rental rate to be in effect immediately prior to the commencement of such option period, taking into account all relevant factors for space of this type in the Chatham County, Georgia area. Tenant shall have thirty (30) upon the following terms and conditions. Any extension days from its receipt of Landlord’s notice to notify Landlord in writing that Tenant does not agree with Landlord’s determination of the Base Rent and therefore that Tenant elects to retract its option to extend the Term, in which case the Term, as it may have been previously extended, shall expire on its scheduled expiration date and Tenant’s option to extend the Term pursuant to the Option shall be on void and of no further force and effect. If Tenant does not notify Landlord of such retraction within thirty (30) days of its receipt of Landlord’s notice, Base Rent for the Demised Premises for the applicable extended term shall be the Base Rent set forth in Landlord’s notice to Tenant. (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 applicable extended term shall be subject to all of the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained set forth in this Lease, an adjustment 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 other concessions applicable to the Fair Market Value Demised Premises during the initial Term shall not be made on a basis consistent with the adjustments commonly made applicable during any such extended term, nor shall Tenant have any additional extension options unless expressly provided for in the market for comparable differences and concession packagesthis Lease. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with enter into an amendment to this Lease to evidence Tenant’s exercise of its renewal option. If this Lease is guaranteed, it shall be a copy to the other party) its determination condition of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or granting the renewal that Tenant deliver to Landlord a reaffirmation of the guaranty in which the guarantor acknowledges Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination exercise of its renewal option and reaffirms that the Appraiser(s) shall bind the partiesguaranty is in full force and effect and applies to said renewal.

Appears in 1 contract

Sources: Industrial Lease Agreement (Dirtt Environmental Solutions LTD)

Option to Extend Term. Tenant shall have the Lessee may exercise an option (“Option”) to extend the Term term of this Lease by five (5) years (in accordance with the “Extension Term”) as to the entire Premises (and no less than the entire Premises) provisions of this Paragraph 2.3 upon timely satisfaction or occurrence of all of the following terms and conditions, and upon failure of timely satisfaction or occurrence of any one or more of such terms and conditions, the Port without liability may terminate this option by resolution adopted by the Board of Port Commissioners. Any extension Lessee agrees that there shall be no waiver or release from the complete and timely satisfaction of each and every term and condition unless and until the Port at its sole discretion and by resolution expressly so provides. The Port hereby grants to Lessee an option to extend the term of this Lease for three (3) five-year periods commencing upon February 1, 2015, upon each and all of the Term following terms and conditions: (i) Lessee must commence and complete within two (2) years from the effective date of this Lease (as specified in Section 2.1 above) the acquisition of all necessary permits for the construction of a 60,000 square foot shop/warehouse building on Parcel A. (ii) Lessee must commence and complete within four (4) years from the effective date of this Lease (as specified in Section 2.1 above) construction of a 60,000 square foot shop/warehouse building on Parcel A at a minimum cost of Two million and no/100 ($2,000,000.00) to Lessee evidenced by copies of paid invoices submitted to the Port at least 6 months before expiration of the four-year period, but within 90 days of the works completion. (iii) Lessee gives to the Port and the Port receives written notice of the exercise of the option to extend this Lease for said additional term no earlier than 12 months and no later than 6 months prior to the time that the option period would commence if the option were exercised. If said notification of the NATIONAL AIRMOTIVE CORPORATION MAIN BUILDING LEASE - 4 - 9 exercise of the option is not so given and received, this option shall automatically expire. (iv) Lessee shall have no right to exercise the option, notwithstanding any provision of this Lease to the contrary, (a) during the time commencing from the date the Port gives to Lessee a notice of default pursuant to this Lease and continuing until the Option default alleged in said notice of default is cured, or (b) during the time commencing on the day after a monetary obligation to the Port is due from Lessee and unpaid (without any necessity for notice thereof to Lessee) and continuing until the obligation is paid. The period of time within which Lessee may exercise the option shall not be extended or enlarged by reason of Lessee's inability to exercise because of the foregoing provisions. (v) In the event that Lessee exercises its option and extends the term of this Leasee, the monthly rent herein provided to be paid by Lessee on all or before the same terms and conditions as this Leasefirst day of each calendar month during said remaining term, except as follows: 42.1 Basic Annual Rent shall be adjusted on to the first (1st) day fair market rental value of the Extension Term Property (including land, buildings and leasehold improvements) for each anniversary date thereof option renewal period; provided, that in accordance with Article 7no event shall the adjusted monthly rent be less than the theretofore existing monthly rent. Pending the final determination of the adjusted monthly rent Lessee shall continue to pay to the Port the amount of the monthly rent payable for the preceding period; and if the adjusted monthly rent as finally so determined should exceed the amount of monthly rent for the previous period, Lessee shall pay to the Port the accrued excess amount then due within thirty (30) days after the Port sends to Lessee a written request therefore. The Basic Annual Rent during parties shall have ninety (90) days before the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted rent adjustment date in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value which to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”)adjusted monthly rent. If the parties cannot agree on the Appraiseradjusted monthly rent during that period, each they immediately shall execute and acknowledge an amendment of this Lease stating the adjusted monthly rent. If the parties are unable to agree on the adjusted monthly rent within ten (10) days after such impasse appoint an Appraiser andthat period, then within ten (10) days after the appointment expiration of both such Appraisersthat period each party, those two Appraisers at its cost and by giving notice to the other party, shall select appoint a thirdreal estate appraiser to appraise and submit an opinion of the fair market rental value of the Property expressed in terms of an adjusted monthly rent. If either a party fails to timely does not appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within appraiser within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) party has given notice of the name of its determination appraiser, the single appraiser appointed shall be the sole appraiser and the appraiser's opinion of Fair Market Valuethe fair market rental value of the Property shall be the adjusted monthly rent. If the two appraisers are appointed by the parties as stated in this section, with such supporting data or information as each submitting party determines appropriate. Within they shall meet promptly and attempt to select a third appraiser meeting the qualifications stated in this Section within ten (10) days after such submissionsthe last day the two appraisers are appointed. If they are unable to agree on the third appraiser, either of the parties to this Lease by giving ten (10) days' notice to the other NATIONAL AIRMOTIVE CORPORATION MAIN BUILDING LEASE - 5 - 10 party may apply to the presiding judge of the Alameda County Superior Court for the selection of a third appraiser who meets the qualifications stated in this section. Each of the parties shall bear one half of the cost of appointing the third appraiser and one half of the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. Within sixty (60) days after the selection of the third appraiser, each of the appraisers shall submit to each party the appraiser's report and opinion of the fair market rental value of the Property expressed in terms of adjusted monthly rent. From among the opinions of adjusted monthly rent submitted, the median opinion shall be identified, such other opinion which is closest to said median shall be added to said median, and the average of said two opinions shall be the adjusted monthly rent; provided, that in no event shall the adjusted monthly rent be less than the theretofore existing monthly rent. In forming an opinion of the adjusted monthly rent, the appraiser or appraisers shall consider a similar use for the Property with regard to the restrictions on use of the Property contained in this Lease. All appraisers appointed shall hold the MAI designation of the American Institute of Real Estate Appraisers or its successor organization. (vi) The Port and Lessee promptly shall by majority vote select either Landlord’s or Tenant’s Fair Market Valueexecute and acknowledge an appropriate amendment to this Lease memorializing exercise of the option hereunder which the Port shall then record. In the event Lessee has so extended the term of this Lease for an initial five (5) year period Lessee shall have a further option to extend the term of this Lease for an additional five (5) year period commencing upon February 1, 2020, subject to the same terms and conditions set forth above in items (iii) through (vi). In the event that Lessee has so extended the term of this Lease for an additional five (5) year period Lessee shall have a further option to extend the term of this Lease for an additional five (5) year period commencing upon February 1, 2025, subject to the same terms and conditions set forth above in items (iii) through (vi). The Appraisers options granted herein shall not extend the term of this Lease beyond January 31, 2030, and if Lessee elects to exercise the options granted herein, Lessee's Rights of First Refusal granted pursuant to Paragraph 1.1 shall immediately terminate. Lessee hereby expressly agrees that it may not select or designate any other Fair Market Value. The determination exercise the options granted herein only upon the timely satisfaction of the Appraiser(sconditions set forth in items (i) shall bind and (ii) above in addition to those items set forth in items (iii), (iv), NATIONAL AIRMOTIVE CORPORATION MAIN BUILDING LEASE - 6 - 11 (v) and (vi) and upon failure of timely satisfaction or occurrence of any one or more of such terms and conditions particularly conditions (i) and (ii), the partiesPort without liability may terminate the options granted herein by resolution.

Appears in 1 contract

Sources: Lease (First Aviation Services Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five sixty (560) years (the “Extension Term”) months as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this the Lease, except as follows: 42.1 Basic Annual 8.1 Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Newark/Fremont submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Property. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Newark/Fremont laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (aa) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Newark/Fremont submarket and (the “Appraiser”). If the parties canbb) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to the Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 8.2 The Option is not assignable separate and apart from the Lease. 8.3 The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 8.4 Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of the Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 24 of the Original Lease (provided, however, that, for purposes of this Section 8.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Landlord has given Tenant written notice that Tenant has defaulted in the performance of its obligations under the Lease more than two (2) times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 8.5 The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 8.4. 8.6 All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisers, those default or (c) Tenant has defaulted under the Lease two Appraisers shall select (2) or more times and a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data service or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination late charge under Section 24.1 of the Appraiser(s) shall bind the partiesOriginal Lease has become payable for any such default, whether or not Tenant has cured such defaults.

Appears in 1 contract

Sources: Lease (Zosano Pharma Corp)

Option to Extend Term. Tenant shall have the one (1) option (the “Option”) to extend the Term of this Lease by five sixty (560) years (the “Extension Term”) months as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this the Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 742.1. The Basic Annual Base Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Newark, California, submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted further increased on each annual anniversary of the Option term commencement date by a percentage determined as part of FMV. For the avoidance of doubt, comparables of sublease rent shall not be considered in accordance with Article 7 hereofLandlord’s determination of FMV. “Fair Market Value” means Tenant may, no earlier than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request ▇▇▇▇▇▇▇▇’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If ▇▇▇▇▇▇ gives written notice to exercise the Option, such notice shall specify whether Tenant accepts ▇▇▇▇▇▇▇▇’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that ▇▇▇▇▇▇ is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Leasesame be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Newark, an adjustment to California laboratory/research and development leasing submarket (the Fair Market Value “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the SeattleNewark, Washington area California submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers Baseball Arbitrator shall grant to Landlord and ▇▇▇▇▇▇ a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select or designate any other Fair Market ValueFMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Appraiser(sOption term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to the Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2. The Option is not assignable separate and apart from the Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least nine (9) months prior to the end of the expiration of the then-current Term (the “Exercise Date”); provided, however, if Landlord fails to deliver to Tenant the initial determination of FMV on or before the expiration of the fifteen (15) day period set forth in Section 1.1 above, then the Exercise Date shall bind be extended by one (1) day for each day after the partiesexpiration of such fifteen (15) day period that Landlord fails to deliver to Tenant the initial determination of FMV. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in monetary or material non-monetary default under any provisions of the Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any monetary or material non-monetary Default as described in Article 31 of the Original Lease and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its monetary or material non-monetary obligations under the Lease two (2) or more times during the six (6)-month period immediately prior to the date that Tenant intends to exercise the Option and Landlord has delivered written notice of such defaults, whether or not Tenant has cured such defaults. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 1.4.

Appears in 1 contract

Sources: Lease (Protagonist Therapeutics, Inc)

Option to Extend Term. Tenant (a) So long as Raven Biotechnologies, Inc. (or a Permitted Assignee) is the Subtenant hereunder and occupies the entirety of the Subleased Premises, and subject to the conditions set forth in this Section 19, Subtenant shall have the option two (“Option”2) options to extend the Term term of this Lease with respect to the entirety of the Sublease Premises, for a period of three (3) months each (each an "Extension Period"), from (x) in the case of the first option to extend, the expiration of the original Sublease term, and (y) in the case of the second option, from the expiration of the term of the first Extension Period, subject to the following conditions: (i) Each option to extend shall be exercised, if at all, by written notice of exercise given to Sublandlord by Subtenant not less than ninety (90) days prior to the expiration of the original Sublease term or the first Extension Period, as applicable; (ii) Anything herein to the contrary notwithstanding, if Subtenant is in default under any of the terms, covenants or conditions of this Sublease beyond any applicable cure or grace period, either at the time Subtenant exercises an extension option or on the commencement date of the applicable Extension Period, as applicable, Sublandlord shall have, in addition to all of Sublandlord's other rights and remedies provided in this Sublease, the right to terminate all options to extend upon notice to Subtenant. (b) In the event Subtenant exercises an option in a timely fashion, the Sublease shall be extended for the term of the Extension Period upon all of the terms and conditions of this Sublease, provided that the Base Rent for the Extension Period shall be the "Fair Market Rent" for the Sublease Premises, increased as set forth below. For purposes hereof, "Fair Market Rent" shall be determined by Sublandlord and agreed to by Subtenant. If the parties are unable to agree on Fair Market Rent within twenty (20) days of Subtenant's receipt of notice of Sublandlord's determination of Fair Market Rent (the "Rent Notice"), then Fair Market Rent shall be determined in accordance with subsection (c) below; provided, however, that in no event shall any adjustment of Base Rent pursuant to this paragraph result in a decrease of the Base Rent for the Sublease Premises below the amount due from Subtenant for the last month of the initial Sublease term or the first Extension Period, as applicable. (c) If Sublandlord and Subtenant are unable to agree on Fair Market Rent pursuant to subsection 19(b) above, then the parties shall submit the matter to arbitration. The arbitration shall be concluded within sixty (60) days after the date of Subtenant's receipt of the Rent Notice. To the extent that arbitration has not been completed prior to the expiration of the original Sublease term or the first Extension Period, as applicable, Subtenant shall pay Base Rent at the rate applicable during the last month of the original Sublease term or the first Extension Period, as applicable, with an adjustment to be made once Fair Market Rent is ultimately determined by arbitration. Within ten (10) days of the expiration of the 20-day period described in subsection 19(b) above, each party shall choose an Appraiser and shall send written notice to the other party specifying therein the identity of the Appraiser. For purposes hereof, "Appraiser" means a real estate broker or MAI designated appraiser, in either case with not less than five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity full time commercial appraisal or brokerage experience in the Building), nonrenewal, nonexpansion sub-market area in which the Sublease Premises is located and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, no prior business dealings with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “appointing such Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s)Appraiser appointed shall determine the Base Rent to be charged during the applicable Extension Period, Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.based on the

Appears in 1 contract

Sources: Sublease (Virologic Inc)

Option to Extend Term. Tenant shall have the one option ("Option") to extend the Term of this Lease by five for an additional term of three (53) years ("Option Term") commencing on the “Extension Term”day after the Expiration Date provided that Tenant: (a) is not in default under any of the terms, covenants, conditions or provisions of this Lease either at the time Tenant exercises the Option or as of the Expiration Date; (b) shall not have assigned its interest under this Lease; (c) shall not have sublet any portion of the Premises without Landlord's express written consent; and (d) shall have notified Landlord of Tenant's election to exercise such Option in the manner provided in this Article 30 no later than (90) days ---------- prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditionsExpiration Date. Any extension Unless all of the Term pursuant to above conditions precedent have been satisfied, Tenant's exercise of the Option shall be on of no force or effect and the Option shall lapse. If all of the same terms above conditions precedent are satisfied, then the Lease Term shall automatically be extended for the Option Term and all of the terms, conditions as and provisions of this LeaseLease shall continue in full force and effect throughout the Option Term, except as follows: 42.1 Basic Annual that the Monthly Rent and other amounts to be paid by Tenant during the Option Term shall be adjusted on equal to the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-then prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not rates being offered equity paid by other tenants in the Building)building for new leases and renewals of comparable space, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength including but not limited to provisions for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packagesperiodic adjustments. If Landlord and Tenant cannot agree on exercises the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s)Option, Landlord and Tenant shall each simultaneously give shall, on or before the Appraisers (with original Expiration Date, prepare and execute an extension agreement acknowledging that Tenant has elected to extend and include a copy schedule setting forth the Base Year and Monthly Rent to be in effect for the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueOption Term. The Appraisers Option shall be personal to Tenant and may not select be assigned or designate transferred to any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesthird party.

Appears in 1 contract

Sources: Office Lease (Vsource Inc)

Option to Extend Term. Provided that Landlord has not given Tenant notice of default more than two (2) times preceding the Expiration Date, that there then exists no event of default by Tenant under this lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and that Tenant is the sole occupant of the Premises, Tenant shall have the right and option (“Option”) to extend the Term for one (1) additional period of this Lease by five (5) years years(s), exercisable by giving Landlord prior written notice, at least nine (the “Extension Term”9) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension months in advance of the Term pursuant Expiration Date, of Tenant's election to extend the Option Term; it being agreed that time is of the essence and that this option is personal to Tenant and is nontransferable to any assignee or sublessee (regardless of whether any such assignment or sublease was made with or without Landlord's consent) or other party. Such extension shall be on all under the same terms and conditions as provided in this Lease, lease except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-the additional period shall begin on the Expiration Date and thereafter the Expiration Date shall be deemed to be extended by five percent (95%) of the Fair Market Value for the Extension Term; and years; (b) 103% of all references to the then-current Basic Term in this lease shall be deemed to mean the Term as extended pursuant to this Section; (c) there shall be no further options to extend; and (d) the Minimum Annual Rent payable by Tenant for the additional period shall be computed based upon the then "Fair Market Rental Rate", but in no event shall the new rent be less than the rent at the end of the then-current Terminitial term of the Lease. Within One (1) month after Landlord receives Tenant's notice of the exercise of this option, and Landlord will notify Tenant of the "Fair Market Rental Rate" which shall be adjusted Landlord's good faith determination of the rental rate applicable at such time for office space in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity similar buildings located in the BuildingMalvern, Pennsylvania Market Area ("Landlord's Rental Notice"), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment If Tenant objects to the Fair Market Value Rental Rate as so established, Tenant may rescind its exercise of this option to extend term, provided Tenant gives notice of such recision to Landlord on or before two (2) weeks after Tenant receives Landlord's Rental Notice, time being of the essence. If Tenant so rescinds so exercise, Tenant's option to extend term shall be made on a basis consistent deemed both unexercised and extinguished. If Tenant does not so rescind its exercise, the term of this Lease shall be extended as provided before, with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on Minimum Annual Rent applicable to such additional period being computed based upon the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) Rental Rate as stated in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties's Rental Notice.

Appears in 1 contract

Sources: Lease Agreement (Apollon Inc)

Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the option two (“Option”2) consecutive options to extend the Term for a period of this Lease by five (5) years each, each such option to be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least one hundred eighty (180) days prior to (but not more than two hundred ten (210) days prior to) the “Extension expiration of the Term, as it 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 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 option or at the time the applicable Term would otherwise have expired if the applicable option had not been exercised. (b) as If Tenant exercises its option[s] to extend the entire 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 Base Rent for the Demised Premises (and no for the extended Term, which amount shall be determined using a per square foot rental rate not less than the entire Premises) upon rental rate used to determine the following terms and conditions. Any extension Base Rent in effect immediately prior to the effective date of the Term pursuant extension term, taking into account all relevant factors for space of this type in the southeast Memphis, Tennessee area for such five (5) year period. Tenant shall have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the Option Base Rent, in which case Landlord and Tenant shall, for a period of ten (10) business days following Landlord's receipt of Tenant's notice, negotiate in good faith to establish the amount of the Base Rent for the Demised Premises for the extended Term. If Landlord and Tenant fail to agree on such amount within said 10-day period, Tenant shall be deemed to have elected to retract its option to extend the Term, in which case the Term, as it may have been previously extended, shall expire on its scheduled expiration date and Tenant's option to extend the c-1 Term shall be void and of no further force and effect. If Tenant does not notify Landlord of such disagreement within thirty (30) days of its receipt of Landlord's notice, Base Rent for the Demised Premises for the applicable extended term shall be the Base Rent set forth in Landlord's notice to Tenant. (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 applicable extended term shall be subject to all of the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained set forth in this Lease, an adjustment 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 other concessions applicable to the Fair Market Value Demised Premises during the initial Term shall not be made on a basis consistent with the adjustments commonly made applicable during any such extended term, nor shall Tenant have any additional extension options unless expressly provided for in the market for comparable differences and concession packagesthis Lease. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give enter 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 Appraisers renewal that Tenant deliver to Landlord a reaffirmation of the guaranty in which the guarantor acknowledges Tenant's exercise of its renewal option and reaffirms that the guaranty is in full force and effect and applies to said renewal. (d) Following the commencement of the first extended term, if applicable, and upon written request from Tenant to Landlord, Landlord shall reduce the Security Deposit (by delivering to Tenant a check in the appropriate amount if the Security Deposit is in the form of cash, or by notifying the issuer of the Letter of Credit to reduce the balance of the Letter of Credit if the Security Deposit is in the form of the Letter Credit) to $114,334.00, provided that: (i) the Letter of Credit, if applicable, is in full force and effect (e.g. it has not expired or been converted to cash), (ii) Tenant is not then in default of this Lease and no event has occurred that with the passage of time or giving of notice would constitute a copy default of Tenant hereunder (provided, however, that if Tenant cures such default within the applicable cure period provided under this Lease, Tenant shall have the right to renew its request to reduce the other partySecurity Deposit pursuant to this subsection (d)), (iii) its determination Tenant's net worth as of Fair Market Valuethe date of such request by Tenant is not less than $20,000,000.00, and (iv) Tenant earned a cumulative positive net income for the four quarters immediately preceding such request (Tenant hereby agreeing to provide Landlord with such supporting data or information evidence as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Landlord may reasonably require to determine Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination 's net worth and recent net income as of the Appraiser(sdate of such request by Tenant, which evidence may consist of (x) shall bind the partiesaudited financial statements, or (y) if no audited financial statements are then available, unaudited financial statements certified by an officer of Tenant to be true and correct)).

Appears in 1 contract

Sources: Industrial Lease Agreement (Cmgi Inc)

Option to Extend Term. Tenant shall have the option three (3) options (each, an “Option”) to extend the Term of this Lease (and, in each case, the Term Expiration Date) by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be in each case on all the same terms and conditions as this Lease, Lease except as follows:provided below. If Tenant desires to exercise any Option, Tenant must do so by giving Landlord written notice of exercise at least one (1) year before the Term would otherwise expire. Tenant may exercise its Option to extend the Term only as to any one or more of the following: (a) the entire Retained Premises; (b) the entire New Whole Building Premises; and/or (c) the entire New Multiple Tenant Building Premises. If Tenant fails to exercise any Option and the time to do so has lapsed (or if a Retained Premises Early Termination has occurred), then Tenant shall no longer have any Option(s) for the affected part(s) of the Premises. 42.1 44.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each renewal term in accordance with this paragraph. Basic Annual Rent shall be adjusted on each one (1)-year anniversary date thereof thereafter in accordance with Article 7. The Basic Annual Rent during the Extension Term each renewal term (subject to adjustment under Article 7) shall equal the greater of: (a) ninety-five percent (95%) % of the Fair Market Value for the Extension Termrenewal term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength charged for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, location in the Entire Project, the proposed lease term, the tenant inducementsphysical condition of the Premises (i.e., free rent, brokerage commissions, allowances or concessions, if any, the existence of all the Tenant Improvements and excluding specialized tenant improvements or tenant paid improvements the assumption that such Tenant Improvements are fully suitable and appropriate for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if anycontemplated tenancy in their “as is” condition), the extent of the services provided or to be provided to the Premises, the status as a lease (as opposed to a sublease) and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term any renewal term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington New York metropolitan area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 1 contract

Sources: Lease (Regeneron Pharmaceuticals Inc)

Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the option two (“Option”2) options to extend the Term for a period of this Lease by five (5) years years, each such option to be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least one hundred eighty (I 80) days prior to (but not more than two hundred ten (2 1 0) days prior to) the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Term, as it 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 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 option or at the time the applicable Term pursuant would otherwise have expired if the applicable option had not been exercised. (b) If Tenant exercises its options to extend the Option Term, Landlord shall, within thirty (30) days after the receipt of Tenants notice of exercise, notify Tenant in writing of Landlord's reasonable determination of the Base Rent for the Demised Premises, which amount shall be based on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (ai) ninety-five percent (95%) of the Fair market rate for such space (with respect to the first five (5) year option), and (ii) one hundred percent (100%) of the market rate for such space (with respect to the second five (5) year option). Tenant shall have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the Base Rent and that Tenant elects to determine the Prevailing Market Value Rate (as defined and calculated below). If Tenant does not notify Landlord of such election within thirty (30) days of its receipt of Landlord's notice, Base Rent for the Extension Term; and Demised Premises for the applicable extended term shall be the Base Rent set forth in Landlord's notice to Tenant. The phrase "Prevailing Market Rate" shall mean ninety- five percent (b95%) 103% of the then-current Basic Annual Rent at then prevailing market rate for base minimum rental calculated on a per square foot basis for leases covering buildings comparable to the end Building (as adjusted for any variances between such buildings and t ` he Building) located in the area of Collin County, Texas (hereinafter referred to as the "Market Area"). The Prevailing Market Rate shall be determined by an appraisal procedure as follows: In the event that Tenant notifies Landlord that Tenant disagrees with Landlord's determination of the then-current Termmarket rate and that Tenant elects to determine the Prevailing Market Rate, and then Tenant shall be adjusted specify, in accordance with Article 7 hereofsuch notice to Landlord, Tenant's selection of a real estate appraiser who shall act on Tenant's behalf in determining the Prevailing Market Rate. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted Within twenty (20) days after Landlord's receipt of Tenant's selection of a real estate appraiser, Landlord, by written notice to Tenant, shall designate a real estate appraiser, who shall act on Landlord's behalf in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair the Prevailing Market Value to Rate. Within twenty (20) days of the selection of Landlord's appraiser, the two (2) appraisers shall render a joint written determination of the Prevailing Market Rate, which determination shall take into account all relevant factorsconsideration any differences between the Building and those buildings comparable to the Building located in the Market Area, including tenant inducementswithout limitation age, allowances or concessionslocation, if any, the extent setting and type of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”)building. If the parties cannot two (2) appraisers are unable to agree on upon a joint written determination within said twenty (20) day period, the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten third appraiser within such twenty (1020) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.day

Appears in 1 contract

Sources: Industrial Lease Agreement (Act Manufacturing Inc)

Option to Extend Term. Landlord hereby grants to Tenant shall have two (2) options (each a "Extension Option" and collectively, the option (“Option”"Extension Options") to extend the Initial Lease Term for an additional period of this Lease by five (5) years each (the “each an "Extension Term" and collectively, "Extension Terms") as to the entire Premises (and no less than the entire Premises) upon provided that the following terms conditions (each an "Extension Condition" and conditions. Any extension collectively, the "Extension Conditions") are satisfied: (a) a monetary or material non-monetary Event of Default shall not exist either at the time Tenant exercises an Extension Option or upon commencement of the Term pursuant applicable Extension Term; (b) Tenant may exercise each Extension Option with respect to all of the Premises or that portion of the Premises comprised of the Second Floor Premises, the Third Floor Premises and the Fourth Floor Premises; and (c) the original named tenant under this Lease ("Original Tenant") or its Permitted Assignee (as defined in Section 17.9.1 below) occupies the portion of the Premises for which an Extension Option shall be on all is exercised at the same terms time Tenant exercises an Extension Option or at any time thereafter prior to or upon commencement of the applicable Extension Term. Landlord may, at Landlord's option, exercised in Landlord's sole and conditions as this Leaseabsolute discretion, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day waive any of the Extension Term and each anniversary date thereof Conditions in accordance with Article 7. The Basic Annual Rent during which case the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessionsOption, if anyotherwise properly exercised by Tenant, shall remain in full force and excluding specialized tenant improvements or tenant paid improvements for a comparable termeffect. If an Extension Condition is not satisfied, with the determination Landlord shall have, in addition to all of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services Landlord's other rights and remedies provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment the right to terminate the applicable Extension Option and to unilaterally void Tenant's exercise of the applicable Extension Option, in which event this Lease shall expire on the then current Expiration Date, unless sooner terminated pursuant to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattleterms hereof, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give have no further rights under this Lease to renew or extend the Appraisers (with a copy Lease Term. Tenant may exercise either Extension Option whether or not Tenant has exercised its Contraction Option pursuant to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueSection 3.3 below. The Appraisers second Extension Option may not select or designate any other Fair Market Value. The determination of be exercised only if the Appraiser(s) shall bind the partiesfirst Extension Option has been duly exercised.

Appears in 1 contract

Sources: Lease Agreement (Riverbed Technology, Inc.)

Option to Extend Term. Subject to the provisions set forth below, Landlord hereby grants to Tenant shall have the one (1) option (the "Extension Option") to extend the Term term of this Lease by five for a period of three (53) years (the "Extension Term"). The Extension Term shall commence immediately following the Expiration Date as is set forth in Item (g) of Basic Terms. The Extension Option shall be effective only as to that portion of the entire Premises (directly leased by Tenant from Landlord at the time the Extension Option is exercised, and no only if Tenant is not in default under any of the terms or conditions of this Lease at the time the Extension Option is exercised or at any time thereafter until the Extension Term is commenced. The Extension Option must be exercised, if at all, by written notice from Tenant to Landlord delivered not less than four (4) months prior to the entire PremisesExpiration Date. Any such notice given by Tenant to Landlord shall be irrevocable, except as provided for in subparagraph (a)(iv) below. The Extension Term shall be upon the following terms terms, covenants and conditionsconditions set forth in subparagraph (b) below. Any extension of the Term The option to extend shall be deemed personal to Tenant and may not be assigned, except to an assignee under an assignment made pursuant to the provisions of this Lease. If Tenant fails to exercise the Extension Option in a timely manner as required above, said Extension Option shall terminate. (a) If Tenant elects to exercise the Extension Option, the resulting Extension Term shall be on upon and subject to all of the same terms terms, covenants and conditions as of this Lease, except as followsotherwise set forth below: 42.1 (i) Landlord shall have no obligation to do any work of improvement or perform any services and Tenant shall accept the Premises in an "as-is" "where-is" condition; (ii) Tenant shall have no further renewal option; (iii) The Base Year for calculating Base Annual Operating Costs shall remain the same as that set forth in Item (k) of Basic Terms; and (iv) The Minimum Annual Rent applicable to the Premises shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five to one hundred percent (95100%) of the Fair Market Value for Rental (as hereinafter defined) as of commencement of the Extension Term; and (b) 103% of , provided, however, that the then-current Basic Minimum Annual Rent at the end of the then-current Termshall in no event be less than $2.20 per rentable square foot per month. For purposes hereof, and shall be adjusted in accordance with Article 7 hereof. “"Fair Market Value” means Rental" shall mean the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion rental and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality all other monetary payments and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factorsescalations, including, without limitation, consumer price indexing, that Landlord could obtain from a third party desiring to lease the proposed lease termPremises for said Extension Term on a "fully-serviced" basis, taking into account the age of the Building, the size, location and floor levels of the Premises, the quality of construction of the Building and the Premises, the tenant inducementsimprovements, free rentthe services provided under the terms of this Lease, the rental then being obtained for new leases of space comparable to the Premises in the Mountain View market, and all other factors that would be relevant to a third party desiring to lease the Premises for said Extension Term in determining the rental such party would be willing to pay therefor; provided, however, no allowance for the construction of tenant improvements shall be taken into account in determining the Fair Market Rental or for costs which would ordinarily be incurred in leasing to a new (nonrenewal) tenant for brokerage commissions, allowances advertising costs, attorneys' fees, interruption of rentals due to a change in tenants, lost rentals during any improvement period, or concessionssimilar costs. No later than three (3) months prior to commencement of the Extension Term, if any, and excluding specialized tenant improvements Landlord shall notify Tenant of the Fair Market Rental as determined by Landlord. Tenant shall have thirty (30) days (the "Tenant's Review Period") after receipt of Landlord's notice of the new Rent within which to accept such Rent or tenant paid improvements for a comparable term, with reasonably to object thereto in writing. In the event that Tenant does not object in writing to Landlord's determination of Fair Market Value Rental, Tenant shall be deemed to take into account all relevant factorshave accepted such determination. If Tenant objects to Landlord's determination of such new Rent, including tenant inducements, allowances or concessions, if any, the extent of the services provided or Landlord and Tenant then shall attempt for thirty (30) days to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to agree upon the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packagesRental, using their best good faith efforts. If Landlord and Tenant cannot agree on fail to reach agreement within thirty (30) days following the Tenant's Review Period (the "Outside Agreement Date"), then the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints Rental shall be determined by arbitration in accordance with the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.following:

Appears in 1 contract

Sources: Lease (Lightspan Partnership Inc)

Option to Extend Term. Provided that Tenant is not in default under this Lease after notice thereof and beyond any applicable grace/cure period, then, in such event, the Tenant shall have the option (“Option”) to extend the Term of this Lease by term for two (2) five (5) years year periods ("Option 1 and Option 2") by notifying the “Extension Term”Landlord not later than two hundred seventy (270) as days prior to the entire Premises expiration of the Term, as defined in (S)4 above, or, if applicable, 270 days prior to the expiration of Option 1 of its intent to do so. During the term of Option 1, the Tenant shall pay to the Landlord, as Annual Basic Rent, the then fair market rental value of the Premises, but in no event shall the Basic Rent for Option 1 be less than Thirteen and 00/100 ($13.00) Dollars per square foot. During the term of Option 2, the Tenant shall pay to the Landlord, as Annual Basic Rent, the then fair market rental value of the Premises, but in no event shall the Basic Rent for Option 2 be less than the entire Premises) upon Basic Rent paid for Option 1. Notwithstanding anything to the following terms and conditions. Any extension contrary, all obligations of the Term pursuant Tenant with respect to Additional Rental as defined in (S)6 above and in other applicable portions of this instrument, as well as all terms, conditions and covenants of this Lease, shall be applicable to the Option Period without necessity that any separate writing setting forth the same be executed by the parties. If within thirty (30) days after receipt of written notice by the Tenant of its intent to extend the term of the Lease or to exercise the right for Option 2 the Landlord and Tenant shall be on all unable to agree upon the same terms and conditions as this amount of the ten fair market rental for the Premises to wit: the annual rate of Basic Rent which the Landlord proposes be charged for either Option 1 or Option 2, then, in such event, (i) the Tenant may notify the Landlord in writing within said thirty (30) day period that it is withdrawing its intent or extend the term of the Lease, except as follows: 42.1 Basic Annual Rent in which event, the Lease shall be adjusted on end either at the first time set forth in (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent S)4 above or at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessionsOption 1, if anyapplicable, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with (ii) the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least may elect arbitration as follows: within ten (10) years’ experience in appraising days the rental value of leased commercial premises (for research Landlord and development Tenant shall each select an appraiser and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each those two shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails The third appraiser shall thereupon, within thirty (30) days of his selection, issue a written report to timely appoint an Appraiser, then the Appraiser Landlord and Tenant informing each of the annual rate of Basic Rent as determined by two of the three appraisers for the Option Period. The decision of the appraisers referred to in the preceding sentence shall be binding upon the parties (subject to the other terms of the Lease and payment of Additional Rent as described aforesaid). Each party appoints shall pay fees and costs for its own appraiser and shall pay one half (1/2) of those fees and costs charged by the third appraiser. For purposes of this clause, an "appraiser" shall be an individual who has an "MAI" (Member of the sole AppraiserAppraisal Institute) designation for a minimum of five years and who is independent of both the Landlord and Tenant and the brokers, advisors and mortgagees or either of them. Such appraiser shall also be an individual with at least five years experience in appraising commercial and industrial property in the Greater Boston Area. Within ten (10) five days after appointment decision of all Appraiser(s)the Appraisers related to Basic Rent to be applicable for either Option Period, or, in the alternative, within five days of Agreement between the Landlord and Tenant of Basic Rent to be charged for the applicable Option Period, whichever first occur, the Landlord and Tenant shall each simultaneously give the Appraisers (with a copy execute an Addendum to the other party) its determination Lease incorporating thereto the amount of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, Basic Rent to be paid for the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesapplicable Option Period.

Appears in 1 contract

Sources: Lease (Avici Systems Inc)

Option to Extend Term. Provided Tenant has not assigned this Lease or subleased more than forty-five percent (45%) of the Premises, Tenant shall have the one option (“Option”) to extend the Term beyond the expiration of this Lease the Extension Term by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 41.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end ▇▇▇▇▇▇▇ Square submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall may be adjusted further increased on each annual anniversary of the Option term commencement date to the extent increases are in accordance with Article 7 hereofFMV as determined hereunder. “Fair Market Value” means Tenant may, no more than fifteen (15) months prior to the then-prevailing average date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV (which shall include annual rate that comparable landlords have accepted in current transactions from newrent escalations). If Tenant gives written notice to exercise the Option, non-equity (i.e.such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, not being offered equity in then the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingparties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Bent Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value ▇▇▇▇▇▇▇ Square laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area ▇▇▇▇▇▇▇ Square submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 41.2. The Option is not assignable separate and apart from this Lease. 41.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 41.4. Notwithstanding anything contained in this Article 41 to the contrary, Tenant shall not have the right to exercise the Option during the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default. 41.5. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease four (4) or more times and a service or late charge under Section 31.1 has become payable for any such default, those two Appraisers whether or not Tenant has cured such defaults. 41.6. The period of time within which Tenant may exercise the Option shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall not be the sole Appraiser. Within ten (10) days after appointment extended or enlarged by reason of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination inability to exercise such Option because of the Appraiser(s) shall bind the partiesprovisions of Section 41.4 and 41.5.

Appears in 1 contract

Sources: Lease (Momenta Pharmaceuticals Inc)

Option to Extend Term. (a) Tenant shall have the option (the "Renewal Option") to extend the Term term of this Lease by for one (1) additional period of five (5) years (the “Extension "Renewal Term"). The Renewal Option shall be exercisable by Tenant delivering a renewal notice to Landlord not earlier than nine (9) as months prior to the expiration of the initial term and not later than six (6) months prior to such date. Tenant shall have no right to extend the term of this Lease if Tenant is in default at the time it exercises the Renewal Option or on the date the Renewal Term is scheduled to begin. Tenant must exercise the Renewal Option with respect to the entire Premises. (b) Rent for the Premises during any Renewal Term shall be equal to the Fair Market Rental Value (and no less than as defined below) at the entire Premises) upon time of commencement of such Renewal Term. Whenever "Fair Market Rental Value" is to be determined pursuant to this Section 3.2(b), it shall mean the following terms and conditions. Any extension monthly rental rate per square foot of net rentable area prevailing at the time of the Term pursuant applicable valuation date for space in the Building and in comparable buildings in Del Mar / Solana Beach area of San Diego, CA that are comparable to the Option shall be on all space in question, multiplied by the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day net rentable area of the Extension Term and each anniversary date thereof in accordance with Article 7Premises. The Basic Annual Rent during Following Tenant's request, but no earlier than eight (8) months prior to the Extension Term expiration of the current term, Landlord shall equal the greater of: (a) ninety-five percent (95%) notify Tenant of the Fair Market Rental Value applicable for the Extension such Renewal Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance . If Tenant notifies that it does not agree with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Rental Value then the parties agree to bargain in good faith to arrive at a Fair Market Rental Value acceptable to Landlord and Tenant. If Landlord and Tenant are unable to agree on Fair Market Rental Value within sixty (60) days, the rental shall be made on a basis consistent with the adjustments commonly made determined by an MAI Appraiser who has substantial experience in the leasing market for comparable differences and concession packagesin Del Mar / Solana Beach area of San Diego, CA selected by mutual agreement. If Landlord and Tenant cannot agree on an MAI Appraiser, each party at its sole cost and expense shall select an MAI Appraiser with similar experience and the two appraisers shall determine the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”)Rental Value. If the parties two appraisers cannot agree on the AppraiserFair Market Rental Value, each but the higher determination of one appraiser is not more than five percent (5%) greater than the lower determination of the other, the Fair Market Rental Value shall be equal to the lower determination plus one-half the difference between the two determinations. If the two appraisers cannot agree on the Fair Market Rental Value within ten five percent (105%) within fifteen (15) days after such impasse appoint an Appraiser andof appointment, within ten (10) days after the appointment of both such Appraisers, those two Appraisers they shall jointly select a third. If either party fails to timely appoint an Appraiser, then third MAI Appraiser with similar experience and the Appraiser third appraiser shall choose one of the Fair Market Values determined by the other party appoints shall be two appraisers as the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Rental Value. The Appraisers may not select or designate any other Fair Market Value. The determination decision of the Appraiser(s) third appraiser shall bind be final and binding on Landlord and Tenant. Costs of the third appraiser shall be divided equally between the parties.

Appears in 1 contract

Sources: Sublease Agreement (Genius Products Inc)

Option to Extend Term. (a) Provided this Lease is in full force and effect and that no Default by Tenant, as defined in this Lease, is in existence either on the date of Tenant’s Extension Notice (as hereinafter defined) or, unless waived in writing by Landlord for the purpose of this Extension Option (as hereinafter defined), on the Extension Effective Date, and provided further that this Lease shall not have theretofore been assigned and the Premises (nor any portion thereof) shall have theretofore been subleased (other than pursuant to an assignment or sublease not requiring Landlord’s consent thereto), Tenant shall have the option (“Option”) right, at Tenant’s option, to extend the Term of this Lease by for one (1) additional period of five (5) years (the “Extension Optional Extended Term”) as to commencing on the entire Premises day following the Expiration Date (the “Extension Effective Date”) and no less than ending on the entire Premisesfifth (5th) upon the following terms and conditions. Any extension anniversary of the Expiration Date (the “Optional Extended Term Expiration Date”). Such option to extend (the “Extension Option”) shall be exercised by Tenant giving written notice (“Tenant’s Extension Notice”) of the exercise thereof to Landlord at least nine (9) months before the Expiration Date. If Tenant shall fail to timely give Tenant’s Exercise Notice as provided herein, the Extension Option shall be deemed automatically and irrevocably waived by Tenant. The Term as extended pursuant to the Extension Option shall be on all upon the same terms terms, covenants, and conditions as set forth in this Lease, Lease except as follows: 42.1 Basic Annual that the Base Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent payable during the Extension Term Optional Extended Term, if exercised, shall equal the greater of: Market Rate (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Buildingdefined below), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event Tenant exercises the tenant inducementsExtension Option as provided herein, allowances or concessions granted differ from the terms contained in this Leasethen Tenant shall, within fifteen (15) days after Landlord’s request, execute and deliver an adjustment amendment to the Fair Market Value shall be made on a basis consistent Lease memorializing such exercise and the Rent payable by Tenant during the Optional Extended Term. At any time within twelve (12) months prior to the Expiration Date, Tenant may request that Landlord furnish Tenant with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes Landlord’s determination of the Extension Term then they Market Rent for the Optional Extended Term, which Landlord shall engage a mutually agreeable independent third party appraiser with at least ten furnish within thirty (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (1030) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesrequest.

Appears in 1 contract

Sources: Lease Agreement (Novavax Inc)

Option to Extend Term. Tenant shall have the is hereby granted an option ("Extension --------------------- Option") to extend the Term for one (1) additional period of this Lease by five (5) years Lease Years (the “"Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be Period"), on all the same terms and conditions as this Leasein effect under the Lease immediately prior to the Extension Period, except as follows: 42.1 Basic Annual that monthly Base Rent shall be adjusted on increased to that amount which is the first greater of (1sti) day the Base Rent, fully escalated, or (ii) to the Prevailing Rental Rate (defined below). The Extension Option may be exercised only by giving Landlord irrevocable and unconditional written notice thereof no earlier than three hundred sixty five (365) calendar days and no later than two hundred ten (210) calendar days prior to the commencement of the Extension Term Period. Notwithstanding the foregoing, said exercise shall, at Landlord's election, be null and each anniversary void if: (i) Tenant is in default under the Lease at the date thereof in accordance with Article 7. The Basic Annual Rent during of said notice and said default remained uncured following expiration of all applicable cure periods; or (ii) prior to commencement of the Extension Term Period, Tenant commits an Event of Default which remained uncured after expiration of all applicable cure periods. If Tenant shall equal fail to timely exercise the greater of: Extension Option herein provided, or if Tenant shall assign this Lease or sublet any part in excess of thirty (a) ninety-five percent (9530%) percent of the Fair Market Value for the Extension Term; and (b) 103% Premises or all of the then-current Basic Annual Rent Premises (whether or not Landlord consents to said assignment or sublease), or if Tenant shall commit an Event of Default under this Lease which remains uncured following expiration of all applicable cure periods, said Extension Option shall , at the end of the then-current TermLandlord's election to be made by written notice to Tenant, terminate, and shall be adjusted in accordance with Article 7 hereofnull and void and of no further force and effect. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes Tenant's exercise of the Extension Term then they Option shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising not operate to cure any default by Tenant of any of the rental value of leased commercial premises (for research and development and laboratory uses) terms or provisions in the SeattleLease, Washington area (the “Appraiser”)nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. If the parties cannot agree on Lease or Tenant's right to possession of the AppraiserPremises shall terminate in any manner whatsoever before Tenant shall exercise the Extension Option herein provided, each or if Tenant shall within ten have subleased or assigned all or any portion of the Premises to any person or entity other than an Affiliate (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiseras that term is defined in Section 14.1 below), then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s)immediately upon such termination, Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data sublease or information as each submitting party determines appropriate. Within ten (10) days after such submissionsassignment, the Appraisers Extension Option herein granted shall by majority vote select either Landlord’s or Tenant’s Fair Market Valuesimultaneously terminate and become null and void. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.Extension Option is personal

Appears in 1 contract

Sources: Office Lease (Bre Properties Inc /Md/)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five for two (52) additional periods of three (3) years each (individually a “Premises Option” and collectively the “Premises Options”). The period of a Premises Option is referred to herein as the “Option Term.” Tenant shall have no right or interest to exercise a Premises Option unless: (a) Tenant gives the Landlord written notice of its intent to exercise the Premises Option no earlier than seven (7) months and no later than six (6) months prior to the end of the Term, or any prior extension thereof (the “Extension TermNotice); (b) as at the time the Extension Notice is given, Tenant is not in default of any of the terms or conditions under this Lease beyond any applicable cure period, nor are there any conditions which with the passage of time could result in a default by Tenant at any time; (c) Tenant has not been in default beyond any applicable cure period in the performance of any of its obligations under this Lease more than two (2) times prior to the entire date the Extension Notice is given; and (d) (i) Tenant has not filed, nor sought protection, under any bankruptcy statute, (ii) Tenant has not failed to obtain a vacation from any involuntary bankruptcy proceeding within sixty (60) days of such filing, and (iii) Tenant has not defaulted or there are no events which may cause a default under any of Tenant’s debt or indenture obligations. Annual Base Rent during the Option Term shall be as set forth in Section 8 below. Time is of the essence with respect to Tenant’s exercise of the Premises (and no less than Options. Tenants’ failure to exactly comply with any of the entire Premises) time or other requirements herein, shall cause the Premises Options to automatically expire and, in such event, this Lease shall terminate upon the following terms and conditionsexpiration of the Term. Any extension of The option to extend the Term pursuant to hereto for the Option Terms shall be on all the same terms personal to Tenant and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall not be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value exercisable by or for the Extension Term; and (b) 103% benefit of the then-current Basic Annual Rent at the end any assignee, subtenant or other transferee of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 1 contract

Sources: Consent to Assignment Agreement (Zogenix, Inc.)

Option to Extend Term. Tenant shall have the one (1) option (the “Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 42.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: of (a) ninetythe then-five percent (95%) of the Fair Market Value for the Extension Term; current Base Rent and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office space in the end East Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means date that Tenant gives Landlord written notice of Tenant’s election to exercise the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingOption, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducementsany market escalations (“FMV”). Tenant may, allowances or concessionsno more than fifteen (15) months prior to the date the Term is then scheduled to expire, if any, the extent request Landlord’s estimate of the services provided or FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to be provided exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (u) the size of the Premises, (v) the length of the Option term, (w) rent in comparable buildings in the relevant market, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (x) Tenant’s creditworthiness, (y) the quality and expansion optionslocation of the Building and the Project and (z) brokers’ commissions or the absence thereof payable by Landlord. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Cambridge laboratory/research and development leasing market (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the SeattleCambridge, Washington area Massachusetts market and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select or designate any other Fair Market ValueFMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Appraiser(sOption term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2. The Option is not assignable separate and apart from this Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall bind be of the partiesessence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default; or (b) At any time after any Default as described in Article 31 of the Lease that gives rise to a right of Landlord to terminate this Lease (provided, however, that, for purposes of this Section 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant (i) has failed to pay Base Rent when due two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option or (ii) two (2) or more Defaults have occurred in such 12-month period, whether or not Tenant has cured such Defaults. 42.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4.

Appears in 1 contract

Sources: Lease (Epizyme, Inc.)

Option to Extend Term. Landlord hereby grants to Tenant shall have the option (“Option”) right to extend the Term term of this Lease by for an additional five (5) years year period commencing upon the expiration of the initial ten (the “Extension Term”10) as to the entire Premises (and no less than the entire Premises) year term on December 31, 2006, but nevertheless, only upon the following terms and conditions. Any extension : A. That Tenant is not in material default under any of the Term pursuant terms, covenants and conditions of this Lease on the part of Tenant to be performed both at the time of the exercise of such option and at the commencement of the extended term. B. That Tenant give Landlord twelve (12) months' prior written notice of Tenant's election to exercise such option, such notice to be actually received by Landlord at least twelve (12) months prior to date the option is to take effect. C. That Tenant shall pay as rent during the extended term the fair market rental value which is deemed to be the rental rate then being offered to prospective tenants for new leases as of the date of the commencement of the extended term for comparable premises in the City National Bank Building, or if no comparable premises in the Building are on the market at that time, the rate for comparable premises in comparable office Buildings in the downtown Los Angeles area, provided that in no event shall the rent for the extended term be less than the herein rental rate paid by Tenant for the premises for the last month of the initial ten (10) year term of this Lease. The determination of such fair market rental value shall take into consideration all the elements which are generally and usually considered in the real estate industry to establish a fair market rental value for comparable premises, including but not limited to the Option size and location of the premises, the quality and extent of the improvements existing in the premises, operating cost and tax increases, cost of living and other rental adjustments, the location of the premises in the Building, the floor height of the premises and other economic factors generally allowed a tenant in such market for comparable premises, such as a free rent allowance, provided that the determination of fair market rental value shall not include any imputation of monetary value to fair market rental factors not a constituent part of the extension option, such as, for example, a reduction of rental for a brokerage commission where Landlord has no obligation to pay such commission, or a reduction for a relocation allowance, or a tenant improvement allowance based on unimproved or raw space. In any event the fair market rental value of the premises shall be on all the same terms determined by employing sound business judgment and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Termgenerally accepted appraisal practices, and shall be adjusted established in accordance with Landlord's then standard leasing practices for premises based upon the rentable area. Escalations under Article 7 hereof. “Fair Market Value” means 20 for the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion taxes and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if anyoperating expenses, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the PremisesMetrorail and Pershing Square Benefit Assessments, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in any charges under other provisions of this Lease, an adjustment shall be passed through to Tenant in addition to the Fair Market Value base monthly rental. In no event shall the rent for the extended term be made on a basis consistent with less than the adjustments commonly made in herein rental rate paid by Tenant for the market premises for comparable differences and concession packages. the last month of the initial ten (10) year term of this Lease. D. If Landlord and Tenant cannot the parties agree on the Fair Market Value rent for purposes the extended term, they shall immediately execute an amendment to this Lease stating the rent for the extended term. If the parties are unable to agree on the rent for the extended term then within ninety (90) days prior to the commencement of the Extension Term then they extended term, each party, at its cost and by giving notice to the other party, shall engage appoint a mutually agreeable independent third party real estate appraiser with at least ten five (105) years’ years full-time commercial appraisal experience in appraising the rental value of leased commercial premises (area in which the Premises are located to appraise and set the rent for research and development and laboratory uses) in the Seattle, Washington area (extended term based upon the “Appraiser”)foregoing formula. If the parties cana party does not agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, appraiser within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints has given notice of the name of its appraiser, the single appraiser appointed shall be the sole Appraiserappraiser and shall set the rent for the extended term. Within If the two (2) appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the rent for the extended term. If they are unable to agree within 30 days after the second appraiser has been appointed, they shall elect a third appraiser meeting the qualifications stated in this Paragraph within ten (10) days after appointment the last day of all Appraiser(s)the thirty (30) day period given the two appraisers to set the rent. Each of the parties shall bear one-half (1/2) of the cost of appointing a third appraiser and of paying the third appraiser's fee. The third appraiser, Landlord and Tenant however selected, shall each simultaneously give the Appraisers (with be a copy to the other person who has not previously acted in any capacity for either party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten thirty (1030) days after such submissionsselection of the third appraiser, a majority of the appraisers shall set the rent for the extended term. If the majority of the appraisers are unable to set the rent within the stipulated period of time, the Appraisers two (2) appraisals that are closest in amount shall be added together and their total divided by majority vote select either Landlord’s or Tenant’s Fair Market Valuetwo (2); the resulting quotient shall be the fair market rental value for the premises. E. That Tenant shall execute an Addendum confirming the extension of the Term of this Lease and the rental, provided that this option shall be self-operating and that, once exercised by Tenant no further documentation by the parties hereto shall be necessary in order to extend the Term of this Lease. F. That time is expressly made of the essence of this option. This lease consists of FORTY-THREE (43) Articles consecutively numbered. 1. The Appraisers sidewalks, entrances, lobby, garage, elevators, stairways and public corridors shall be used only as a means of ingress and egress and shall remain unobstructed at all times. The entrance and exit doors of all suites are to be kept closed at all times, except as required for orderly passage to and from a suite. Loitering or congregating in any part of the building or obstruction of any means of ingress or egress shall not be permitted. Doors and windows shall not be covered or obstructed except that Landlord shall have the right to require Tenant to keep the drapes closed at all times. 2. Plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no rubbish, newspapers, trash or other substances of any kind shall be thrown into them. Walls, floors and ceilings shall not be defaced in any way, and no one shall be permitted to ▇▇▇▇, drive nail, screw or drill into, paint, or In any way mar any building surface, except that pictures, certificates, licenses and similar items normally used in Tenant's business may not select be carefully attached to the walls of the demised premises by Tenant in a manner to be prescribed by Landlord. Upon removal of such items by Tenant, any damage to the walls or designate other surfaces, except minor nail holes, shall be repaired by Tenant. 3. No awning, shade, sign, advertisement or notice shall be inscribed, painted, displayed or affixed on, in or to any window or door or any other Fair Market Valuepart of the outside or inside of the building or the demised premises. No window displays or other public displays shall be permitted, without the prior written consent of Landlord. Tenant shall not solicit other tenants in the building. Drapes may be installed by tenants provided they are of such color, material, construction and installation as may be prescribed by landlord. All tenant identification on public corridor doors will be installed by Landlord for Tenant, but the cost shall be paid by Tenant. No lettering or signs other than the name of the Tenant will be permitted on public corridor doors, with the size and type of letters to be prescribed by Landlord. The determination bulletin board or directory of the Appraiser(sbuilding will be provided exclusively for the display of the name and location of Tenant only, and Landlord reserves the right to exclude all other names therefrom and to assess its Building Standard charge for each and every name other than the name of Tenant which Tenant may desire to be placed upon such bulletin board and to which Landlord may consent. All requests for listing of Tenants on the Directory of Building Tenants must be submitted to the office of the building in writing. Landlord reserves the right to approve all listing requests. 4. Electric wiring of every kind and telephone outlets shall be installed in a manner as will be prescribed by Landlord. The location of convenience outlets, electric light outlets, power outlets and telephone outlets shall be approved by Landlord, but the cost of installation thereof shall be borne by Tenant. 5. The weight, size and position of all safes and other unusually heavy objects used or placed in the building shall be prescribed by Landlord and shall, in all cases, stand on metal plates of such size as shall be prescribed by Landlord. The repair of any damage done to the building or property therein by putting in or taking out or maintaining such safes or other unusually heavy objects shall be paid for by Tenant. 6. All freight, furniture, fixtures and other personal property shall only be moved into, within and out of the building at times designated by and under the super vision of Landlord and in accordance with such regulations as may be posted in the office of the building. In no event will Landlord be responsible for any loss or damage to such freight, furniture, fixtures or personal property from any cause. 7. No improper noises, vibrations or odors will be permitted in the building, nor shall any person be permitted to interfere in any way with tenants or those having business with them. No person will be permitted to bring or keep within the building any animal, bird or bicycle. No person shall throw trash, refuse, cigarettes or other substances of any kind any place within or out of the building, except in the refuse containers provided therefor. No person shall be employed by Tenant to do janitor work in any part of said building without the written consent of Landlord. Landlord reserves the right to exclude or expel from the building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the rules and regulations of said building. 8. The storage of goods, wares or merchandise on the premises will not be permitted except in areas specifically designated by Landlord for storage. No auction, public or private, will be permitted in the premises. Articles of unusual size or weight and articles which exceed the design floor weight of the building are not permitted in the building, unless permitted by Landlord in writing. 9. The requirements of Tenant will be attended only upon application at the office of the building. Landlord's employees shall not perform any work or do anything outside of their regular duties unless under special instruction from the office of the building, and no such employee shall admit any person (Tenant or otherwise) to any office without specific instructions from the office of the building. 10. All keys shall bind be obtained from Landlord, and all keys shall be returned to Landlord upon termination of this lease. Tenant shall not change the partieslocks or install other locks on the doors. 11. Any Tenant using the premises after regular business hours or on non-business days shall lock any entrance doors to the building used by Tenant immediately after entering or leaving the building. Tenant, his employees, agents or associates, or other persons entering or leaving the building when it is so locked may be required to sign the building register when so doing, and any watchman in charge may refuse to admit Tenant or any of Tenant's employees, agents or associates, or any other person to the building while it is so locked without a pass previously arranged or other satisfactory identification showing such person's right to access to the building at such time. However, Landlord assumes no responsibility whatsoever in connection therewith and shall not be liable for any damage resulting from any error in regard to any such pass or identification or from the admission of or refusal to admit, any person to said building. 12. Tenant shall be deemed to have read these rules and to have agreed to abide by them as a condition to his occupancy of the space herein leased. THIS LEASE AGREEMENT WILL NOT BECOME EFFECTIVE OR A BINDING AGREEMENT BETWEEN THE PARTIES UNTIL IT

Appears in 1 contract

Sources: Office Building Lease (City National Corp)

Option to Extend Term. Provided that Tenant is not in Default as of the time of exercise of this option and the commencement date of the Option Period, and provided that as of such date there is no act or omission of Tenant that would become a Default with the passage of time or the giving of notice, Tenant shall have the one (1) successive option (“Option”) to extend the Term of this the Lease by for the Premises in "as is" condition at the expiration of the original Lease Term for a period of five (5) years (years. All of the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension conditions of this Lease except for Base Rent and the Term pursuant provisions of this Paragraph shall be applicable to the Option Period. The Base Rent for the Premises under the option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on then current market rent for comparable facilities in the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7proximate South San Francisco market area. The Basic Annual Rent during definition of comparable facilities shall incorporate the Extension Term shall equal the greater of: (a) ninety-five percent (95%) parking amenities of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction the Building's location, age, quality, amenities, identity, exterior appearance, interior improvements, and expansion optionstype of construction, excluding laboratory and manufacturing improvements paid for by Tenant. Tenant shall give Landlord written notice of its intent to exercise its option at least twelve (12) but not more than eighteen (18) months prior to the expiration of the then current Term for the Premises. Within fifteen (15) days after Tenant exercises its option to extend, Landlord shall provide Tenant with the Base Rent, as determined by Landlord, for the Option Period. The parties are obligated to negotiate in good faith to agree on the Base Rent. If the parties have not mutually agreed on the Base Rent within thirty (30) days from notification by Landlord to Tenant of Landlord's determination of Base Rent, each party hereto shall appoint one representative who shall be a licensed real estate broker experienced in the leasing of comparable facilities in the County of San Mateo to act as an arbitrator. The two (2) arbitrators so appointed shall determine the Base Rent for the relevant Option Period. The determination of said Base Rent shall be made by said two (2) arbitrators within sixty (60) days from notification by Landlord to Tenant of Landlord's determination of Base Rent and they shall submit said determination in writing and signed by said arbitrators in duplicate. One of the written notifications shall be delivered to Landlord and the other to Tenant. In the event the tenant inducements, allowances or concessions granted differ from two (2) arbitrators of the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant parties hereto cannot agree on the Fair Market Value Base Rent for the Premises herein, said two (2) arbitrators shall appoint a third arbitrator who shall be a licensed real estate broker experienced in the leasing of comparable facilities in the County of San Mateo, to act as an arbitrator. The Base Rent for the relevant Option Period shall be independently determined by the third of said arbitrators, which said determination shall be made within ninety (90) days from notification by Landlord to Tenant of Landlord's determination of Base Rent. The role of the third arbitrator shall then be to immediately select from the proposed resolution of arbitrators #1 and #2 the one that most closely approximates the third arbitrator's determination of Base Rent. The third arbitrator shall have no right to adopt a compromise or middle ground or any modification of either of the two final proposed resolutions. The resolution that the third arbitrator chooses as most closely approximating his determination of the Base Rent shall constitute the decision of all arbitrators and shall be final and binding upon the parties. The parties hereto shall pay the charges of the arbitrator appointed by it and any expenses incurred by such arbitrator. The charges and expenses of the third arbitrator, as provided herein, shall be paid by the parties hereto in equal shares. In the event either arbitrator #1 or arbitrator #2 fails to present a Base Rent figure within the thirty (30) day period, the Base Rent presented by the other arbitrator shall be considered final and binding on both parties. Notwithstanding anything to the contrary herein contained, Tenant's right to ext▇▇▇ ▇he term by exercise of the foregoing Option shall be conditioned upon the following: (I) at the time of the exercise of the Option, and at the time of the commencement of the extended term, Tenant shall be in possession of and occupying the Premises for the conduct of its business therein and the same shall not be occupied by any assignee, subtenant or licensee, and (ii) the notice of exercise shall constitute a representation by Tenant to Landlord effective as of the date of the exercise and as of the date of commencement of the extended term, that Tenant does not intend to seek to assign the lease in whole or in part, or sublet all of any portion of the Premises, the election to extend the term being for purposes of utilizing the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (Premises for research and development and laboratory uses) Tenant's purposes in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment conduct of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties's business therein.

Appears in 1 contract

Sources: Lease Agreement (Cellegy Pharmaceuticals Inc)

Option to Extend Term. Tenant shall have the option three (3) options (each, an “Option”) to extend the Term of this Lease (and, in each case, the Term Expiration Date) by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be in each case on all the same terms and conditions as this Lease, Lease except as follows:provided below. If Tenant desires to exercise any Option, Tenant must do so by giving Landlord written notice of exercise at least one (1) year before the Term, as the same may have been previously extended, would otherwise expire. Tenant may exercise an Option to extend the Term only as to any one or more of the following: (a) the entire Premises; (b) the entire Building 8 or (c) the entire Building 9. If Tenant fails to exercise any Option and the time to do so has lapsed, then Tenant shall no longer have any Options for the affected part(s) of the Premises. 42.1 41.1 Basic Annual Rent shall be adjusted on at the first commencement of any renewal term (1st) day of the Extension Term and each anniversary date thereof in accordance with subject to adjustment under Article 7. The Basic Annual Rent during the Extension Term ) shall equal the greater of: of (a) ninety-five percent (95%) % of the Fair Market Value for the Extension Termrenewal term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and . Basic Annual Rent shall be adjusted on each one (1)-year anniversary date thereafter in accordance with Article 7 hereof7. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength charged for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitationincluding location in the Entire Project, the proposed lease term, the tenant inducementsphysical condition of the Premises (i.e., free rent, brokerage commissions, allowances or concessions, if any, the existence of all the Tenant Improvements and excluding specialized tenant improvements or tenant paid improvements the assumption that such Tenant Improvements are fully suitable and appropriate for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if anycontemplated tenancy in their “as is” condition), the extent of the services provided or to be provided to the Premises, the status as a lease (as opposed to a sublease) and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term any renewal term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington New York metropolitan area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 1 contract

Sources: Lease Agreement (Regeneron Pharmaceuticals Inc)

Option to Extend Term. Article 41 of the Existing Lease is hereby deleted in its entirety, and the provisions set forth in this Article 6 shall apply from and after the date hereof. Tenant shall have the option (“Option”) to extend the Term by one (1) period of this Lease by five three (53) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. For clarity, if the Option is exercised hereunder, the Term would be extended to January 31, 2026. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 6.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Watertown and West Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by a fair market escalation determined as part of FMV. “Fair Market Value” means Tenant may, no more than fifteen (15) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, including·(a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Watertown and West Cambridge laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Watertown and West Cambridge submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select or designate any other Fair Market ValueFMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Appraiser(s) Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall bind not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the partiesBase Rent payable with respect to the last year of the then-current Tenn. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.

Appears in 1 contract

Sources: Lease (Organovo Holdings, Inc.)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the any Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 42.1. Tenant shall have two (2) options to extend the Term of this Lease by five (5) years (each an “Option Period”) on the same terms and conditions as this Lease. Basic Annual Rent for each Option Period shall be adjusted on equal the fair market rental value (“FMV”) of the Premises as of the first (1st) day of each Option Period, taking into account, among other things, base rent, annual rental rate increases, tenant improvements and leasing commissions for comparable laboratory research buildings in the Extension Term and each anniversary date thereof Bothell, Washington, area; provided, however, that in accordance with Article 7. The no event shall Basic Annual Rent during the Extension Term shall for any Option Period equal the greater of: (a) ninety-five less than one hundred three percent (95103%) of the Fair Market Value for Basic Annual Rent at the Extension Term; and (b) 103% expiration of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease Lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value FMV for purposes of the Extension Term any Option Period, then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the SeattleBothell, Washington Washington, area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market ValueFMV, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers may not select or designate any other Fair Market ValueFMV. The determination of the Appraiser(s) shall bind the parties. 42.2. The Option is not assignable separate and apart from this Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least nine (9) months prior to the end of the expiration of the initial term of this Lease or the prior Option Period, as applicable. Time shall be of the essence as to Tenant’s exercise of any Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Option after the date provided for in this paragraph. 42.4. Notwithstanding anything contained in this Article 42, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 24 of the Lease (provided, however, that, for purposes of this Subsection 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; (c) Unless due to a Permitted Transfer, in the event that Tenant no longer occupies the entire Premises, or has assigned the Lease with respect to more than fifty percent (50%) of the Premises, or has sublet more than fifty percent (50%) of the Premises; or (d) In the event that Tenant has defaulted in the performance of its obligations under this Lease two (2) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults.

Appears in 1 contract

Sources: Lease (Sonus Pharmaceuticals Inc)

Option to Extend Term. Tenant In accordance with paragraph 39 of this lease and Lessee is in possession of the Premises, Lessee shall have two (2) five (5) year options to extend the option term of this lease at a rental rate which shall be ninety-five (“Option”95%) percent of the prevailing market rental rate for similar office / industrial space. Lessee must give notice, in writing, to Lessor one hundred eighty (180) days prior to expiration of the original lease term of this lease in order to exercise said option(s). If Lessor and Lessee are not able to reach a written agreement on the rent of this extension within thirty (30) days, of L▇▇▇▇▇'s exercise of notice then the prevailing "fair market rental rate" shall be determined by appraisers appointed as hereinafter set forth, based on comparable rentals for similar office / industrial space, for non-renewing non- encumbered tenants then charged and collected in North San Diego County taking into account items that professional real estate appraisers customarily consider including location, credit of the tenants of other properties, size, age, design, utility and other relevant factors of other properties in the area as they compare to the subject premises. The option(s) to extend is personal to Lessee and may not be exercised or assigned voluntarily or involuntarily by or to any person or entity other than Lessee, except to an assignee not requiring L▇▇▇▇▇'s consent as provided in the Term section above. The option(s) hereby granted to L▇▇▇▇▇ is not assignable separate and apart from this lease, as provided in paragraph 39 above. The rent thereafter shall be adjusted in accordance with paragraph 39.6 of this Lease by the lease (Cost of Living Adjustment [for options]). Any required appraisal in regard to "fair market rental value" shall be made as follows: If Lessor and Lessee are unable to come to written agreement in regard to the rent for each option period within thirty (30) days of the exercised date, then Lessor and Lessee shall each appoint in writing an independent qualified real estate appraiser, who shall be a member of the American Institute of Real Estate Appraisers or equivalent, with at least five (5) years experience appraising industrial property. Each of these two (2) appraisers shall prepare a written determination of Fair Market Rental Value within thirty (30) days. If the “Extension Term”two (2) as appraisals are within five (5%) percent, with respect to the entire Premises (annual base rent then the average shall be calculated and no less than the entire Premises) upon value thus determined shall conclusively be deemed to be the following terms and conditions. Any extension fair market rental value of the Term pursuant to leased premises for the Option purposes of this paragraph and shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on accrue from the first (1st) day of the Extension Term extended term thereof. However, if the two (2) appraisals are not within (5%) percent then upon mutual agreement, Lessor and Lessee shall instruct each anniversary date thereof in accordance of their appraisers to appoint a third appraiser with Article 7qualifications as outlined above within ten (10) days. The Basic Annual Rent during Such independent third appraiser shall have twenty (20) days to make his own determination of "fair market rental value" which shall then conclusively be deemed to be the Extension Term "fair market rental value" of the lease premises for the purposes of this paragraph and shall equal accrue from the greater of: first (a1st) ninetyday of the extended term hereof. Each party shall pay for the cost of its appointed appraiser and one-five percent half (95%1/2) of the Fair Market Value for the Extension Term; and (b) 103% of the thenthird (3rd) appraiser. If either L▇▇▇▇▇ and L▇▇▇▇▇ fails to appoint an appraiser, then the appraiser appointed by the party appointing an appraiser shall make the required appraisal acting alone and the decision of such appraiser as to "fair market rental value" of the premises shall be conclusive and binding upon Lessor and Lessee. In no event shall, delay in the determination of the "fair market ----------------------------------------------------------------------------- ADDENDUM TO AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL / COMMERCIAL SINGLE-current Basic Annual Rent TENANT LEASE - NET DATED DECEMBER 19, 1998 BY AND BETWEEN MITSUI FUDOSAN (USA), INC., A CALIFORNIA CORPORATION, AS LESSOR, AND PACIFIC RESEARCH AND ENGINEERING CORPORATION, A CALIFORNIA CORPORATION, AS LESSEE =============================================================================== value" of the premises effect L▇▇▇▇▇'s obligation to pay the amount of rent as is then in force, or the amount of increase, if any, immediately upon receipt of notification of same. Lessee shall have the option to withdraw its exercise of the option to extend within five (5) days after final determination of fair market value by written notice to Lessor, in which event the Lease shall expire at the end of the then-current Term, term and L▇▇▇▇▇ shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means reimburse Lessor for its share of the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity appraisals (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 1 contract

Sources: Long Term Lease (Pacific Research & Engineering Corp)

Option to Extend Term. Landlord and Tenant hereby expressly acknowledge and agree that Article 42 of the Original Lease is hereby deleted in its entirety and is of no further force or effect. Pursuant to the terms, covenants and conditions of this Article 4, Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this the Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The a. Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Brisbane/South San Francisco market of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”). Tenant may, and no earlier than thirty (30) days prior to the first date on which Tenant may exercise its Option under this Section 4, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant elects to exercise the Option, then Tenant shall, as provided in Section 4.3 below, provide Landlord with written notice no earlier than fifteen (15) months prior to the date the Extension Term is scheduled to expire. If Tenant gives written notice to exercise the Option, such notice shall be adjusted in accordance with Article 7 hereofspecify whether Tenant accepts Landlord’s proposed estimate of FMV. “Fair Market Value” means If Tenant does not accept the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newFMV, non-equity (i.e., not being offered equity in then the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingparties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant market, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Brisbane/South San Francisco laboratory/research and development leasing market (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Brisbane/South San Francisco market and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select or designate any other Fair Market ValueFMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Basic Annual Rent payable for the Appraiser(s) Option term. If, as of the commencement date of the Option term, the amount of Basic Annual Rent payable during the Option term shall bind not have been determined, then, pending such determination, Tenant shall pay Basic Annual Rent equal to the partiesBasic Annual Rent payable with respect to the last year of the then-current Term. After the final determination of Basic Annual Rent payable for the Option term, the parties shall promptly execute a written amendment to the Lease specifying the amount of Basic Annual Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.

Appears in 1 contract

Sources: Lease (CareDx, Inc.)

Option to Extend Term. (a) Landlord hereby grants to original Tenant shall have the option (“Extension Option”) to extend the Term of this Lease by for two (2) additional terms (each, an “Option Term”) of five (5) years (the “Extension Term”) as each upon and subject to the entire Premises terms and conditions set forth in this Section. The Extension Option shall be exercised, if at all, by written notice given to Landlord no more than fifteen (15) months and no less than twelve (12) months prior to the entire Premises) upon the following terms and conditions. Any extension Expiration Date of the Term pursuant to (or the First Option Term, in the case of the exercise of the second Extension Option). If Tenant exercises an Extension Option, each of the terms, covenants and conditions of this Lease (including responsibility for repair and maintenance of the Premises and responsibility for payment of Impositions) shall apply during the Option Term as though the expiration date of such Option Term was the date originally set forth herein as the Expiration Date of the Term, provided that (i) the Base Rent to be paid during the applicable Option Term shall be on all the same terms and conditions Prevailing Market Rental (as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1sthereinafter defined) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Premises for the applicable Option Term, (ii) the Expiration Date for this Lease shall become the expiration date for the applicable Option Term; and (biii) 103% there shall be no additional option terms following the second Option Term. Anything contained herein to the contrary notwithstanding, if Tenant is in monetary or material nonmonetary default under any of the then-current Basic Annual Rent terms, covenants or conditions of this Lease either at the end time Tenant exercises the Extension Option or at any time thereafter prior to the commencement date of the then-current TermOption Term (in either event beyond any applicable notice and cure periods), Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate the Extension Option upon notice to Tenant. As used herein, the term “Prevailing Market Rental” for the Premises shall mean the Base Rent that Landlord could obtain for the Option Term from a third party desiring to lease the Premises for the Option Term taking into account (1) the quality and condition of the Building and the Premises, (2) the services provided under the terms of this Lease, (3) the responsibility for repair and maintenance of the Premises and responsibility for payment of Impositions as set forth herein, (3) the base rent and all other monetary payments then being obtained for new leases of space comparable to the Premises in the Building or, in the event that no other rentable areas of the Building are leased to other tenants, other buildings of comparable quality and condition as the Building and having comparable uses and located in the vicinity of the Building, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that services and allocation of responsibility for repair and maintenance and payment of taxes under such other leases, and (4) allowances for the construction of tenant improvements provided for such comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitationspace, the proposed lease termpayment of leasing commissions or moving expenses, the tenant inducements, free rent, brokerage commissions, allowances or rental abatement concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a being granted such tenants in connection with such comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premisesspace, and contraction other reasonable monetary and expansion options. In the event the nonmonetary tenant inducements, allowances or concessions inducements being granted differ from the terms contained such tenants in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, connection with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiescomparable space.

Appears in 1 contract

Sources: Lease Agreement (Dolby Laboratories, Inc.)

Option to Extend Term. Tenant shall have i) TENANT and its Affiliates (as defined in Paragraph 8 of this First Amendment, but not any third party assignee of TENANT) is given the option to extend the term of this Lease for a five (5) year period (“Extended Term”) following expiration of the initial term by giving written notice of exercise of the option (“OptionOption Notice”) to extend the Term of this Lease by five LANDLORD at least nine (59) years months but not more than twelve (the “Extension Term”12) as months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Term pursuant to initial term. Provided that, if the TENANT is in default beyond any applicable notice and cure period on the date of giving the Option Notice or if the TENANT is in default beyond any applicable notice and cure period on the date the Extended Term is commenced, the Option Notice shall be on all totally ineffective, the same terms Extended Term shall not commence and conditions the Lease shall expire at the end of the initial term. Similarly, in the event TENANT, during the initial term, failed to cure a monetary default within the applicable cure period as this defined in the Lease, except as follows: 42.1 Basic Annual Rent then the Option Notice shall be adjusted on totally ineffective, the first (1st) day Extended Term shall not commence and the Lease shall expire at end of the Extension Term and each anniversary date thereof in accordance with Article 7initial term. The Basic Annual Rent during rent for the Extension Extended Term shall equal the greater of: (a) be ninety-five percent (95%) of the Fair then prevailing Market Value Rent as defined below. In each and every other respect the remaining terms, covenants, conditions and provisions of the Lease shall remain in full force and effect during the Extended Term. ii) Within sixty days after receipt of TENANT’s notice of its intention to exercise its option to renew the Lease, LANDLORD shall notify TENANT in writing as to the then prevailing Market Rent for the Extension Term; Premises. The Market Rent for the purposes of this Paragraph 6.ii shall be defined as rent for a space substantially similar to the demised premises as to size and visibility, located on the ground floor of a high rise building on Ventura Boulevard, in Encino between ▇▇▇▇▇▇▇▇▇ Boulevard and Balboa Boulevard. If TENANT does not agree with the Market Rent, TENANT shall notify LANDLORD as to its disagreement within 10 business days from receipt of LANDLORD’s notice, in which case both LANDLORD and TENANT shall each appoint an experienced real estate broker (b) 103% for the purposes of the then-current Basic Annual Lease, an experienced broker shall be defined as one who has had at least five years of experience in leasing and marketing of office/retail space in Encino.) Such two brokers shall within thirty days from their appointment attempt to agree on the then Market Rent. If the two appointed brokers are unable to agree on the Market Rent, then the matter shall be submitted to American Arbitration Association in Los Angeles, California for arbitration. The appointed arbitrator shall choose between the rents each party claimed to be the Market Rent as defined in this Paragraph 6.ii, and select the rent which to the arbitrator’s mind is closer to the Market Rent. Both LANDLORD and TENANT agree to be bound by the decision of the appointed arbitrator. Each party shall advance one half of the cost of the arbitration, and the party whose rate has been selected by the arbitrator shall recover its advance costs by the other party. iii) In the event that at the end commencement date of the then-current Extended Term, and the new rent has not been established, TENANT shall be adjusted commence making rental payments as provided in accordance with Article 7 hereofParagraph 10 of the Lease, for a hold over tenant. “Fair At such time as the Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessionsRent is established, if anythe amount is in excess of the amount paid as rent by TENANT, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the then TENANT shall pay to LANDLORD within 15 days after determination of Fair the Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, Rent the extent excess of the services Market Rent over the rent provided or to be provided to the Premises, and contraction and expansion optionsin Paragraph 10. In the event the tenant inducements, allowances or concessions granted differ from Market Rent is less than the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiserholdover rate, then the Appraiser the other party appoints TENANT shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) receive credit on its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesfuture rental payments.

Appears in 1 contract

Sources: Office Building Lease (National Mercantile Bancorp)

Option to Extend Term. Tenant shall have the one (1) option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises including any expansion of the Premises by Tenant in accordance with Tenant’s rights under the Lease (and no less than the entire Premises) upon the following terms and conditions. This Article 10 supersedes and replaces in its entirety all other options to extend the Term set forth in the Existing Lease (including, without limitation, in Section 18 of the Seventh Amendment). Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as the Existing Lease as amended by this Amendment and any further amendments to the Existing Lease, except as follows: 42.1 Basic Annual 10.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end East Cambridge, Massachusetts submarket of comparable age, quality, level of finish, location and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and may be further increased during the Option term by a market escalator if such increases are determined to be market as part of the FMV determination. Tenant may, no more than fifteen (15) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall be adjusted in accordance with Article 7 hereofspecify whether Tenant accepts Landlord’s proposed estimate of FMV. “Fair Market Value” means If Tenant does not accept the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newFMV, non-equity (i.e., not being offered equity in then the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingparties shall endeavor to agree upon the FMV, taking into consideration account all relevant factors, including, without limitationbut not limited to, (a) the proposed lease size of the Premises, (b) the length of the Option term, (c) rent in comparable buildings for office and laboratory space in the tenant inducementsEast Cambridge, Massachusetts submarket, including market escalations and concessions offered to new tenants, such as free rent, brokerage commissionstenant improvement allowances and moving allowances, allowances or concessions, if any, (d) Tenant’s creditworthiness and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with (e) the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent quality and location of the services provided or to be provided to Building and the Premises, and contraction and expansion optionsProject. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Leasesame be determined as follows: a senior officer of a recognized leasing brokerage firm with local knowledge of the East Cambridge, an adjustment to Massachusetts laboratory/research and development leasing submarket (the Fair Market Value “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the SeattleEast Cambridge, Washington area Massachusetts submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select or designate any other Fair Market ValueFMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Appraiser(sOption term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 10.2. The Option is personal to Tenant, Successor Entity and/or Related Entity and Tenant shall not assign or transfer the Option, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease (excluding a Permitted Transfer for which Landlord’s consent shall not be required), without Landlord’s prior written consent, which consent Landlord may withhold in its reasonable discretion (for a transfer in conjunction with the Lease) or its sole discretion (for a transfer separate from the Lease). 10.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall bind be of the partiesessence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. 10.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) At any time while any Event of Default as described in Article 14 of the Lease has occurred and is continuing until Tenant cures any Event of Default; or (b) In the event that Tenant has defaulted in the performance of any of its monetary obligations under the Lease two (2) or more times during the twelve (12) month period immediately prior to the date that Tenant intends to exercise the Option, and each such default remained uncured for more than five (5) business days after notice from Landlord; or (c) Tenant, Successor Entity and/or Related Entity does not personally occupy fifty percent (50%) or more of the Premises at the time Tenant exercises the Option and at the commencement of the Option term. 10.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 10.4 of this Amendment. 10.6. All of Tenant’s rights under the provisions of the Option may, at Landlord’s sole discretion, terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) an Event of Default as described in Article 14 of the Lease has occurred and is continuing uncured on the commencement date of the new term, or (b) Tenant has defaulted in the performance of any of its monetary obligations under the Lease two (2) or more times, and each such default remained uncured for more than five (5) business days after notice from Landlord, or (c) Tenant fails to provide Landlord with a replacement or amended Letter of Credit on or before the beginning of the extension term with an expiration date that is at least ninety-five (95) days following the expiration of the new term, as so extended, provided that an increased amount of such Letter of Credit shall not be required in connection therewith.

Appears in 1 contract

Sources: Lease (Ironwood Pharmaceuticals Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) (“Option Term”) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 40.1. Base Rent shall be adjusted on the first (1st) day of the Extension Option Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall to a rate equal the greater of: (a) to ninety-five percent (95%) of the Fair Market Value fair market value for the Extension Term; laboratory and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity office space in the Building), nonrenewal, nonexpansion Sorrento Valley and nonaffiliated tenants Sorrento Mesa submarkets of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable sizeage, quality and floor height in a first class office buildinglocation of the Project, or as appropriateProject amenities, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if anylevel of finish, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value proximity to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, amenities and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packagespublic transit (“FMV”). If Landlord and Tenant cannot agree on the Fair Market Value FMV for purposes the Option Term within thirty (30) days after the date on which Tenant notifies Landlord that it is exercising the Option, then, no later than an additional thirty (30) days thereafter (the “Submission Period”), Landlord and Tenant shall each furnish to the other a notice in writing (an “FMV Notice”) stating such party’s estimate of the Extension Term then they FMV. Such notices shall engage be accompanied by a mutually agreeable independent third party statement from a qualified, licensed real estate appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises Sorrento Valley and Sorrento Mesa submarkets (for research and development and laboratory uses) in the Seattle, Washington area (the an “Appraiser”)) stating such Appraiser’s opinion of FMV. If only one (1) party’s Appraiser timely submits its opinion of FMV, such FMV shall be binding on Landlord and Tenant. If, within twenty (20) days after expiration of the parties Submission Period, Landlord and Tenant still cannot agree on the AppraiserFMV, each the two (2) Appraisers shall appoint a third qualified, licensed real estate appraiser (the “Referee”) within seven (7) days. If the Appraisers are unable to agree upon the selection of the Referee, then the Referee shall be selected within ten (10) days thereafter from among the San Diego Regional Offices Chapter’s panel of qualified Real Estate Industry Arbitrators of the American Arbitrator Association (the “Association”) pursuant to the Real Estate Industry Arbitration rules of the Association. The Referee shall, within thirty (30) days after appointment, render the Referee’s decision as to the FMV, which opinion shall be strictly limited to choosing one of the two determinations made by the Appraisers. The decision by the Referee shall be binding upon Landlord and Tenant, and each shall pay for its own appraisal. The cost of the Referee shall be shared equally by Landlord and Tenant. In determining FMV, Landlord, Tenant and, if applicable, the Appraisers and Referee shall each take into account all relevant factors, including, without limitation, (a) the size of the Premises and length of the Option Term, (b) rent in comparable buildings in the relevant competitive market, including concessions offered to new tenants, including without limitation free rent, tenant improvement allowances, and moving allowances, (c) Tenant’s creditworthiness and (d) the quality and location of the Building and the Project. Base Rent during the Option Term shall be increased on each annual anniversary of the Option Term commencement date by two and one-half percent (2.5%). 40.2. The Option is not assignable separate and apart from this Lease. 40.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least nine (9) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Landlord shall in no way be obligated to accept any attempt by Tenant to exercise the Option beyond the date provided in this Section. 40.4. The Option is conditional upon Tenant simultaneously exercising its option to extend the lease term under the Sorrento Plaza Lease. 40.5. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; (b) At any time after any Default as described in Article 30 of the Lease (provided, however, that, for purposes of this Subsection 40.5(b), Landlord shall not be required to provide Tenant with notice of such Default other than pursuant to Section 30.4(c)) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 30.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 40.6. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 40.5. 40.7. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such impasse appoint an Appraiser andexercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 30.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 1 contract

Sources: Lease (Halozyme Therapeutics Inc)

Option to Extend Term. Tenant shall have the one (1) option (the "Extension Option") to extend the Term of this Lease by for an additional five (5) years immediately following the Initial Term (the "Extended Term"). The Extension Term”Option may be exercised by Tenant only by irrevocable written notice of exercise delivered to Landlord no later than nine (9) as months prior to the entire Premises (and no less than Expiration Date. If Tenant does not deliver a notice of exercise by such date then the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Extension Option shall immediately terminate and be on all the same terms of no further force or effect and conditions as this Lease, except as follows: 42.1 Basic Annual Rent Lease shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent terminate at the end of the then-current Initial Term. Tenant's Extension Option shall be personal to Tenant and any Permitted Transferee (as defined in Section 17.3) and may not be exercised by or for the benefit of any other assignee or subtenant. Tenant may not exercise the Extension Option if on the date of such notice Tenant is in default (after any required notice and expiration of any applicable cure period) under this Lease. If Tenant becomes in default (after any required notice and expiration of any applicable cure period) under this Lease after exercise of the Extension Option but before the Expiration Date of the Initial Term, Landlord may, in addition to its other remedies under this Lease, elect to terminate such extension by notice in writing to Tenant, whereupon the Term shall expire without any such extension. 3.3.1 Upon Tenant's valid exercise of the Extension Option, the parties shall be obligated under all the terms and conditions of this Lease through the Extended Term, except that (i) Base Monthly Rent shall be adjusted as provided in Section 3.3.2, (ii) Landlord shall have no obligation to alter the Premises or pay any tenant improvement or refurbishment allowance for the Extended Term, and (iii) Tenant shall not have any additional rights to extend the Term. 3.3.2 Base Monthly Rent during the Extended Term for any portion of the Premises built out for laboratory use shall be adjusted in accordance with Article 7 hereofequal to Thirty-one and 83/100 Dollars [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newEACH SUCH PORTION, non-equity WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (i.e., not being offered equity $31.83) per RSF in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent year of the services provided or to be provided to Extended Term and shall increase annually during the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Extended Term then they shall engage a mutually agreeable independent third party appraiser with at least ten by three percent (103%) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesper year.

Appears in 1 contract

Sources: Lease (Nastech Pharmaceutical Co Inc)