Options to Renew. Lessee is hereby granted two (2) successive options to renew this Master Lease as to the Facilities (each a “Option to Renew”), with the first such Option to Renew being, with respect to the Non-Litchfield Facilities, for the period from January 1, 2014 through December 31, 2025 and, with respect to the Litchfield Facilities, for the period from October 1, 2017 through December 31, 2025, and the second such option being, with respect to all of the Facilities, for the period from January 1, 2026 through December 31, 2035. The Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion): (a) An Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Continued Term (or prior to the expiration of the period covered by the preceding Option to Renew, as the case may be); (b) No Event of Default shall have occurred and be continuing either at the time an Option to Renew is exercised or at the commencement of the period covered by each Option to Renew; (c) During the period covered by each Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and, (d) Lessee may exercise its Option to Renew with respect to all (and no fewer than all) of the Facilities which are subject to this Master Lease at the time of exercise of each Option to Renew, it being understood and agreed, however, that upon the exercise of the first Option to Renew, the affect shall be to automatically renew the Initial Litchfield Term upon the expiration thereof not upon the earlier expiration of the Initial Continued Term.
Appears in 2 contracts
Sources: Master Lease Agreement (Omega Healthcare Investors Inc), Master Lease Agreement (Sun Healthcare Group Inc)
Options to Renew. 1.5.1 Lessee is hereby granted two (2) successive options to renew this Master Lease as to the Non-Litchfield Facilities for a period of ten (10) Lease Years each (each a “Non-Litchfield Option to Renew”), with the first such Non-Litchfield Option to Renew being, with respect to the Non-Litchfield Facilities, being for the period from January 1, 2014 through December 31, 2025 and, with respect to the Litchfield Facilities, for the period from October 1, 2017 through December 31, 2025, 2023 and the second such option being, with respect to all of the Facilities, being for the period from January 1, 2026 2024 through December 31, 20352033. The Non-Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) An A Non-Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Continued Term (or prior to the expiration of the period covered by the preceding Non-Litchfield Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing either at the time an a Non-Litchfield Option to Renew is exercised or at the commencement of the period covered by each Non-Litchfield Option to Renew;
(c) During the period covered by each Non-Litchfield Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and,
(d) Lessee may exercise its Non-Litchfield Facilities Option to Renew with respect to all (and no fewer than all) of the Non-Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Non-Litchfield Option to Renew.
1.5.2 Lessee is hereby granted two (2) successive options to renew this Master Lease as to the Litchfield Facilities (each a “Litchfield Option to Renew”), with the first such Litchfield Option to Renew being for the period from October 1, 2017 through December 31, 2023 and the second such option being for the period from January 1, 2024 through December 31, 2033. The Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) A Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Litchfield Term (or prior to the expiration of the period covered by the preceding Litchfield Option to Renew, it being understood as the case may be);
(b) No Event of Default shall have occurred and agreed, however, that upon be continuing either at the exercise time a Litchfield Option to Renew is exercised or at the commencement of each period covered by a Litchfield Option to Renew;
(c) Lessee shall have exercised all Non-Litchfield Options to Renew which can be exercised as of the first date of the applicable Litchfield Option to Renew;
(d) During the period covered by a Litchfield Option to Renew, the affect shall be to automatically renew the Initial Litchfield Term upon the expiration thereof not upon the earlier expiration except as otherwise specifically provided for herein, all of the Initial Continued Termterms and conditions of this Master Lease shall remain in full force and effect; and,
(e) Lessee may exercise its Litchfield Option to Renew with respect to all (and no fewer than all) of the Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Litchfield Option to Renew.
Appears in 2 contracts
Sources: Master Lease Agreement (Sun Healthcare Group Inc), Master Lease Agreement (Omega Healthcare Investors Inc)
Options to Renew. Lessee is hereby granted two Tenant shall have five (25) consecutive options (each, an "Option") to extend and renew the Term for successive options to renew this Master Lease as to the Facilities periods of five (5) years each a “Option to Renew”(each, an "Extended Term"), subject to and in accordance with the first such Option to Renew being, with respect to the Non-Litchfield Facilities, for the period from January 1, 2014 through December 31, 2025 and, with respect to the Litchfield Facilities, for the period from October 1, 2017 through December 31, 2025, and the second such option being, with respect to all of the Facilities, for the period from January 1, 2026 through December 31, 2035. The Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):conditions:
(a) An Tenant shall be required to exercise each Option with respect to Renew is exercisable (i) the entire Pavilion Premises, and (ii) all or a portion of the Tower Premises; provided, however, that if Tenant elects to exercise the Option for less than the entire Tower Premises then demised under the Lease, then Tenant shall be required to exercise the Option with respect to (1) the entire Pavilion Premises; along with (2) the partial Tower Premises in full floor increments. For the avoidance of doubt, Tenant may exercise each Option for the entire Pavilion Premises only pursuant to clause (i) above, or all or the entire Pavilion Premises, plus all or a portion of the Tower Premises in full floor increments pursuant to clause (ii) above;
(b) Tenant shall exercise the Option by Notice giving written notice to Lessor Landlord not less than fifteen (15) months prior to the Expiration Date (or, in the case of Tenant exercising subsequent Options, at least three hundred and sixty-five fifteen (36515) days, and not more than five hundred forty-five (545), months prior to the expiration of the Initial Continued then-current Extended Term), time being of the essence;
(c) Each Extended Term shall be under the then applicable terms and conditions contained in this Lease, except that: (or i) the annual Fixed Rent for the first three (3) Extended Terms shall be an amount equal to the lesser of (A) one hundred percent (100%) of the Annual Fair Market Rental Rate (as hereinafter defined) of the Premises as of the Expiration Date (or, in the case of Tenant exercising subsequent Options, as of the expiration date of the then-current Extended Term), and (B) the then-fully escalated Fixed Rent inclusive of (a) all accrued and continuing Cost of Operation and Maintenance, Complex Operating Expenses and Taxes above the Operational Base Year and Tax Base Year for the initial Term hereunder, and (ii) the continued escalations in Fixed Rent from the initial Term and any previous Extended Term(s) in accordance with the Fixed Rent schedule set forth in Section 4.01 hereof (by way of example, the annual Fixed Rent for the Pavilion Premises as calculated pursuant to the foregoing subsection (B) for the first three (3) Extended Terms would be as follows: (a) for the first (1st) Extended Term, $54.25 per rentable square foot; (b) for the second (2nd) Extended Term, $58.50 per rentable square foot; and (c) for the third (3rd) Extended Term, $62.75 per rentable square foot); (ii) the annual Fixed Rent for the fourth (4th) and fifth (5th) Extended Terms shall be an amount equal to one hundred percent (100%) of the Annual Fair Market Rental Rate of the Premises as of six (6) months prior to the expiration of the then-current Extended Term; and (iii) the Tax Base Year and Operational Base Year for the fourth (4th) and fifth (5th) Extended Terms shall be adjusted to reflect the first twelve (12) month period covered by the preceding Option to Renew, as the case may be)of such applicable Extended Term;
(bd) No Event of Default by Tenant shall exist either on the date that Tenant exercises such Option or on the date that the Extended Term is otherwise scheduled to commence;
(e) Tenant's failure to give Landlord written notice exercising the Option to extend within the stipulated time shall result in the automatic forfeiture of the Option and any subsequent Option(s). Landlord shall have occurred no further obligation to solicit such notice, or to remind Tenant of its obligations hereunder. If Tenant fails or declines to properly exercise any Option, then Tenant shall have no right or option to exercise any subsequent Options hereunder, which subsequent Options shall be null and void and of no further force or effect; and
(f) The Options to extend are offered exclusively to the named Tenant herein only (i.e., World Wrestling Entertainment, Inc.) and to any assignee of Tenant's interest in this Lease under a permitted assignment of Tenant's leasehold pursuant to the applicable terms of Article 19 of this Lease and may not otherwise be continuing assigned, pledged or transferred to any other party.
(g) The "Annual Fair Market Rental Rate" for the Extended Terms shall be determined as follows: Upon Landlord's receipt of Tenant's timely notice of Tenant's exercise of the Option, and commencing on or about the date which is twelve (12) months before the start of the applicable Extended Term, Landlord shall deliver to Tenant, in writing, Landlord's good faith determination of the then annual fair market rental rate of the Premises as of the Expiration Date (or the last day of the then-current Extended Term or the day that is six (6) months prior to the last day of the then current Extended Term, as applicable), which shall be based on the annual fair market rental rate for comparable, first-class commercial office space (including any available in the Complex) on comparable terms and conditions in the Complex or in the Stamford, Connecticut commercial office rental market and taking into account all customary and relevant market factors (including, without limitation, landlord concessions, the new Tax Base Year and Operational Base Year for the applicable Extended Term, if applicable as set forth above). Tenant shall have thirty (30) days following receipt of Landlord's determination to either at accept or reject same, by written notice given to Landlord, time being of the essence. If the parties are unable to so agree on the annual fair market rental rate for the Extended Term, then such figure shall be determined as follows, which determination shall be binding upon Landlord and Tenant: Each party shall, within ten (10) days after the expiration of such thirty (30) day period, appoint a reputable, independent, commercial MAI appraiser, commercial real estate broker, or commercial real estate consultant, which, as to any such selected party, has had not less than ten (10) years' experience appraising and/or leasing comparable, first-class commercial premises in the Stamford, Connecticut, area (an "advisor"). The advisor shall not have the power to add to, modify or change any of the provisions of this Lease. On the failure of either party to appoint such advisor within ten (10) days after notification of the appointment by the other party, the person appointed as an advisor shall appoint an advisor to represent the party who has not so appointed an advisor. The two (2) advisors appointed in either manner above provided shall then proceed to act to determine such figure equaling such annual fair market rental rate as of such applicable date, in accordance with the above definition. In the event of their inability to reach an agreement between them within thirty (30) days, they shall, within ten (10) days, appoint a third similarly qualified advisor who has had not less than ten (10) years' experience appraising comparable, first-class commercial premises in the Stamford, Connecticut, area. If the three (3) advisors are then unable to reach an agreement within ten (10) days thereafter, the decision of the third advisor shall determine such figure equaling such annual fair market rental rate, in accordance with the above definition (which decision shall be made by the third advisor picking one of the two such submitted figures by the other advisor(s)). The final decision of the advisors shall be delivered to the parties in writing not later than nine (9) months before the start of the applicable Extended Term (the "Decision Date"), time an Option being of the essence. Landlord and Tenant agree to Renew is exercised or at each pay the expenses and fees of their own advisor and one-half (1/2) the expenses and fees of any third advisor and to be bound by their final decision.
(h) If for any reason by the commencement of the applicable Extended Term, the annual Fixed Rent for such period covered by each Option to Renew;
shall not have been finally determined, Tenant shall, until such determination, pay the annual Fixed Rent at the last applicable annual Fixed Rent rate per rentable square foot of the Premises immediately preceding such Extended Term. Upon such final determination, Tenant shall thereafter pay such annual Fixed Rent at a rate which is based upon the annual Fixed Rent for the Extended Term as so determined, and, within thirty (c30) During days after the date of such final determination, Tenant shall pay Landlord the balance (or Tenant shall receive a credit or refund from Landlord), as applicable, which shall be owing for the period covered by each Option to Renew, except as otherwise specifically provided preceding such determination. Whenever the annual Fixed Rent for herein, all of the terms and conditions of this Master Lease Extended Term shall remain in full force and effect; and,
(d) Lessee may exercise its Option to Renew with respect to all (and no fewer than all) of the Facilities which are subject to this Master Lease at the time of exercise of each Option to Renew, it being understood and agreed, however, that upon the exercise of the first Option to Renewhave been determined, the affect parties hereto, on request of either of them, shall be to automatically renew enter into a stipulation accurately stating the Initial Litchfield annual Fixed Rent rate for the applicable Extended Term upon the expiration thereof not upon the earlier expiration of the Initial Continued Termas hereinabove determined.
Appears in 1 contract
Options to Renew. Lessee Tenant shall, provided this Lease is hereby granted two (2) successive options to renew this Master Lease as to the Facilities (each a “Option to Renew”), with the first such Option to Renew being, with respect to the Non-Litchfield Facilities, for the period from January 1, 2014 through December 31, 2025 and, with respect to the Litchfield Facilities, for the period from October 1, 2017 through December 31, 2025, in full force and the second such option being, with respect to all of the Facilities, for the period from January 1, 2026 through December 31, 2035. The Options to Renew are subject to the following terms effect and conditions (which conditions may be waived by Lessor Tenant is not then in its sole discretion):
(a) An Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Continued Term (monetary or prior to the expiration of the period covered by the preceding Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing either at the time an Option to Renew is exercised or at the commencement of the period covered by each Option to Renew;
(c) During the period covered by each Option to Renew, except as otherwise specifically provided for herein, all nonmonetary material default under any of the terms and conditions of this Master Lease shall remain (following the giving of written notice and passage of the applicable cure period under Section 24), have the following consecutive options to renew the term of the Lease (collectively, the “Option Terms”): (i) one (1) option to renew this Lease for a term of one (1) year (the “First Option Term”), and (ii) one (1) option to renew this Lease for a term of three (3) years (the “Second Option Term”), both for the Premises in full force “as is” condition and effect; and,on the same terms and conditions set forth in this Lease, except as modified by the terms, covenants and conditions set forth below:
(d1) Lessee may If Tenant elects to exercise its Option such option, then Tenant shall provide Landlord with written notice (“Renewal Notice”) no later than 5:00 pm (Pacific Standard Time) on the date which is three hundred sixty-five (365) days prior to Renew with respect to all (and no fewer than all) the expiration of the Facilities then current term of this Lease. If Tenant fails to provide such notice, Tenant shall have no further or additional right to extend or renew the term of this Lease.
(2) The Base Rent during the Option Terms shall be as follows: First Option Term: Year 1 $1.99 per rentable square foot per month Second Option Term Year 1 See Section 39(b)(6) below Year 2 See Section 39(b)(6) below Year 3 See Section 39(b)(6) below
(3) The “Base Year” shall be the calendar year in which the commencement of the renewal term occurs.
(4) Any exercise by Tenant of any option to renew under this Paragraph shall be irrevocable. If requested by Landlord, Tenant agrees to execute a lease amendment reflecting the foregoing terms and conditions, prior to the commencement of the Option Term. The option(s) to renew granted under this Paragraph is/are subject not transferable, except to an assignee of Tenant’s entire interest in this Master Lease at in accordance with the time terms of Section 15 of this Lease.
(5) If more than one renewal option is provided above, the exercise of each Option renewal option shall be contingent upon Tenant exercising the prior renewal option. Only one renewal option may be exercised at a time. As each renewal option provided for above is exercised, the number of renewal options remaining to Renew, it being understood be exercised is reduced by one and agreed, however, that upon the exercise of the first last remaining renewal option Tenant shall have no further right to extend the term of this Lease.
(6) Base Rent for the Second Option Term shall be determined as follows: Upon service of such Renewal Notice for the Second Option Term, this Lease shall be renewed for said Period. The Second Option Term shall commence upon the expiration date of the initial Lease Term., except that the Basic Rent payable during the Second Option Term shall be at the Market Rental Rate (as defined below) for a lease that would commence on the commencement date of the Second Option Term. Landlord shall notify Tenant of the Basic Rent (“Landlord’s Proposed Base Rent”) for such Renewal Term in writing (the “Rental Notice”) within twenty (20) days of Landlord’s receipt of the Renewal Notice. Tenant shall either (i) accept the terms set forth in Landlord’s Rental notice by delivering written notice (the “Acceptance Notice”) to RenewLandlord, or (ii) if Tenant does not accept Landlord’s Proposed Base Rent, then Tenant may elect to negotiate with Landlord to attempt to agree upon the affect Market Rental Rate within thirty (30) days after Tenant’s receipt of the Rental Notice, Landlord and Tenant both agreeing to negotiate in good faith to reach such agreement. If Landlord and Tenant fail to agree upon Market Rental Rate during such period, then, regardless of any good faith or lack thereof by Landlord or Tenant, Tenant’s only remedy shall be to automatically either (i) terminate and waive its option to renew, or (ii) give written notice to Landlord that Tenant elects to arbitrate the determination of “Market Rental Rate” (the “Arbitration Notice”), which notice must be provided within thirty (30) days after Tenant’s receipt of the Rental Notice. If Tenant fails to timely deliver its Arbitration Notice, then Tenant shall be deemed to have terminated, waived and forfeited its renewal options. If Tenant timely delivers the Arbitration Notice, the Landlord and Tenant will be bound by Paragraph D below. In the event Tenant elects to renew the Initial Litchfield Term upon Lease, Tenant shall, at Landlord’s request, execute a lease amendment or other written confirmation setting forth the expiration thereof not upon Basic Rental and other terms to be applicable during the earlier expiration of the Initial Continued TermRenewal Period.
Appears in 1 contract
Sources: Lease Agreement (Health Net Inc)
Options to Renew. Lessee (a) First Extended Term ------------------- Tenant may extend the term of this Lease for one additional term consisting of five (5) years (the "First Extended Term ") upon expiration of the initial Term, provided that Tenant is hereby granted two not then in default beyond the expiration of any applicable grace and cure period after notice. The First Extended Term shall be upon the same conditions as provided in this Lease, except that (2i) successive options to renew this Master Lease the Base Annual Rent for the First Extended Term shall be as follows: Year Base Annual Rent ---- ---------------- Year 6 $4,668,913 Year 7 $4,793,410 Year 8 $4,936,510 Year 9 $5,053,852 Year 10 $5,189,797 , and (ii) in addition to the Facilities payment of Base Annual Rent, Tenant shall during the First Extended Term pay to Landlord for the use of the fitness center a reasonable price or fee which the Landlord may then be charging to Tenant and the other tenants in the Building on a prorata basis (each a “Option based upon the rentable square feet of the Premises in relation to Renew”the rentable square feet of all of Domino's Farms), which amount shall be payable in equal monthly installments on each Rent Day; provided, however that Tenant shall not be obligated to pay such price or fee at such times as Tenant provides Landlord with written notice that it elects not to use such fitness center during the first First Extended Term. The Tenant shall exercise the option for the First Extended Term by notifying the Landlord in writing at least 180 days before the current Term expires. Upon such Option exercise this Lease shall be deemed to Renew beingbe extended without the execution of any further lease or other instrument, except for any instrument that may be prepared by Landlord to confirm the agreement of the parties, which Tenant agrees to execute and deliver to Landlord promptly on request. Time shall be of the essence with respect to the Non-Litchfield Facilities, for the period from January 1, 2014 through December 31, 2025 and, with respect to the Litchfield Facilities, for the period from October 1, 2017 through December 31, 2025, and the second exercise of such option being, with respect to all of the Facilities, for the period from January 1, 2026 through December 31, 2035. The Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) An Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Continued Term (or prior to the expiration of the period covered by the preceding Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing either at the time an Option to Renew is exercised or at the commencement of the period covered by each Option to Renew;
(c) During the period covered by each Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and,
(d) Lessee may exercise its Option to Renew with respect to all (and no fewer than all) of the Facilities which are subject to this Master Lease at the time of exercise of each Option to Renew, it being understood and agreed, however, that upon the exercise of the first Option to Renew, the affect shall be to automatically renew the Initial Litchfield Term upon the expiration thereof not upon the earlier expiration of the Initial Continued TermTenant.
Appears in 1 contract
Sources: Lease Agreement (Dominos Pizza Government Services Division Inc)
Options to Renew. Lessee The first paragraph of Section 6 of the Sixth Amendment, entitled “Options to Renew” is hereby granted replaced with the following to provide Tenant with two five (5) year options to renew the Lease term upon expiration of the Seventh Amendment Extended Term: “Subject to the provisions set forth below, the Lease term may be renewed, at the option of Tenant (the “Renewal Option”), for two (2) successive options to renew this Master Lease as to the Facilities additional periods of five years each (each a “Option to RenewRenewal Term” and together the “Renewal Terms”). The Renewal Option may be exercised by Tenant as to either or both the 1310 Premises and 1320 Premises, with but not for a portion of either the 1310 Premises or 1320 Premises, except that the second Renewal Option shall not apply to any portion of the Demised Premises as to which the first such Renewal Option to Renew beingis not exercised. The first Renewal Term shall apply, with respect to if exercised by Tenant, immediately following the Non-Litchfield Facilities, for expiration of the period from January 1, 2014 through December 31, 2025 and, with respect to the Litchfield Facilities, for the period from October 1, 2017 through December 31, 2025Seventh Amendment Extended Term, and the second such option beingRenewal Term shall apply, with respect to all of the Facilitiesif exercised by Tenant, for the period from January 1, 2026 through December 31, 2035. The Options to Renew are subject to the immediately following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) An Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Continued first Renewal Term. Each Renewal Term will be upon the same terms, covenants and conditions contained in the Lease, as amended by this Seventh Amendment, except that (or prior i) the Abated Base Rent Amount and the New Allowance called for by this Seventh Amendment shall not apply, (ii) if the Renewal Option is exercised as to the expiration 1320 Premises, the 1320 Termination Right shall not apply, (iii) the minimum guaranteed rental due for such Renewal Term will be established as set forth in Sections 6(a) through 6(g) of Section 6 in the period covered by Sixth Amendment and Exhibit D to the preceding Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing either at the time an Option to Renew is exercised or at the commencement of the period covered by each Option to Renew;
(c) During the period covered by each Option to RenewSixth Amendment, except as otherwise specifically provided may be amended by this Seventh Amendment, and (iv) Tenant shall not have any additional right or options to extend or renew the Lease term other than the remaining Renewal Term if Tenant renews for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and,
(dfirst Renewal Term. Sections 6(a) Lessee may exercise its Option to Renew with respect to all (and no fewer than allthrough 6(g) of the Facilities which are subject Sixth Amendment shall apply to each Renewal Term under Section 6 of this Master Seventh Amendment, except: (1) the reference to “1310-14-20 Lease at the time of exercise of each Option to Renew, it being understood and agreed, however, that upon the exercise Expiration Date” in Section 6(e) of the Sixth Amendment means the New Expiration Date (i.e. December 31, 2023) for the Seventh Amendment Extended Term, (2) clause (iii) in said Section 6(g) is revised to read “that Tenant has not assigned this Lease (other than to a Permitted Transferee)”, and (3) clause (v) of said Section 6(g) is deleted. Any reference to the right of first Option offer in Section 6 or Sections 6(a) through 6(g) of the Sixth Amendment is deleted. Exhibit D to Renew, the affect Sixth Amendment shall be apply to automatically establishing the Fair Market Rent and Fair Market Allowance for each Renewal Term under this Section 6.” Any other options or rights to extend or renew the Initial Litchfield Term upon the expiration thereof not upon the earlier expiration of the Initial Continued TermLease term shall no longer apply.
Appears in 1 contract
Sources: Lease (Accuray Inc)
Options to Renew. Lessee is hereby granted two Section 42.1 Provided that both at the time of the exercise of each Renewal Option (2as hereinafter defined) successive options to renew this Master Lease as to the Facilities (each a “Option to Renew”)and, with the first such Option to Renew being, except with respect to the Non-Litchfield Facilitiesoccupancy requirement described in clause (iii) below, for the period from January 1, 2014 through December 31, 2025 and, with respect to the Litchfield Facilities, for the period from October 1, 2017 through December 31, 2025, and the second such option being, with respect to all of the Facilities, for the period from January 1, 2026 through December 31, 2035. The Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) An Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Continued Term (or prior to the expiration of the period covered by the preceding Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing either at the time an Option to Renew is exercised or at of the commencement of the period covered by each Option to Renew;
respective Renewal Terms (cas hereinafter defined): (i) During the period covered by each Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain be in full force and effect; and,
(dii) Lessee an Event of Default shall not have occurred and be continuing; and (iii) Tenant (and its affiliates and the Permitted Occupants) are in physical occupancy of at least two-thirds of the rentable area of the office portion of the Premises that is the subject of Tenant’s Renewal Notice (as defined below), Tenant shall have two options to extend the Term of this Lease (as applicable, the “First Renewal Option” and the “Second Renewal Option”; collectively, the “Renewal Option(s)”), each for a period of five (5) years (as applicable, the “First Renewal Term” and the “Second Renewal Term”; collectively, the “Renewal Term(s)”). A Renewal Option may exercise its Option to Renew be exercised with respect to all the entire Premises or with respect to a portion of the Premises comprised of at least four full contiguous floors (and no fewer than all) partial floors), as specified by Tenant in the Renewal Notice, provided that in such event, the floors must start with either the highest or lowest floors in the Building. If Tenant sends a Renewal Notice but fails to specify whether Tenant is exercising the Renewal Option with respect to the entire Premises or with respect to only a portion of the Facilities which are subject Premises, Tenant shall be deemed to have exercised the Renewal Option for the entire Premises. The First Renewal Term shall commence on the day following the Fixed Expiration Date and the Second Renewal Term shall commence on the day following the last day of the First Renewal Term (the “First Renewal Term Expiration Date”). The Renewal Options shall be exercisable by Notice (in either case, the “Renewal Notice”) to Landlord given not later than eighteen (18) months prior to the Fixed Expiration Date (with respect to the First Renewal Option) or the First Renewal Term Expiration Date (with respect to the Second Renewal Option). Notwithstanding the first sentence of this Master Lease at Section 42.1, Landlord, in its sole discretion, may waive any default by Tenant and no such default may be used by Tenant to negate the time effectiveness of Tenant’s exercise of each Option to Renew, it being understood and agreed, however, that upon the exercise either Renewal Option. The Renewal Terms shall constitute an extension of the first Option to Renew, the affect Term of this Lease and shall be upon all of the same terms and conditions as the existing Term, except that (A) during the First Renewal Term there shall be no further option to automatically renew the Initial Litchfield Term upon the expiration thereof not upon the earlier expiration of the Initial Continued Term.this
Appears in 1 contract
Sources: Lease Agreement (Digitas Inc)
Options to Renew. Lessee (a) Provided that Landlord has not given Tenant notice of monetary default or material non-monetary default more than three (3) times in the immediately preceding 12 month period, 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 an Event of Default, and that Tenant and/or its Affiliate is/are the sole occupant(s) of the Premises, Tenant shall have the right and option to extend the Term of this Lease for four (4) additional periods of sixty (60) months each, exercisable by giving Landlord prior written notice, on or before that date that is hereby granted ten (10) months prior to the then current Expiration Date, of Tenant’s election to extend the Term of this Lease; it being agreed that time is of the essence and that this option is personal to Tenant and any assignee or sublessee to whom Tenant is permitted to transfer this Lease without Landlord’s consent pursuant to Section 18(b), and is non-transferable to any other assignee or sublessee (regardless of whether any such assignment or sublease was made with or without Landlord’s consent) or other party.
(b) Such extensions shall be under the same terms and conditions as provided in this Lease except as follows:
(i) each additional term shall begin on the day after the then current Expiration Date and thereafter the Expiration Date shall be deemed to be the date that is five (5) years after the then current Expiration;
(ii) there shall be only three (3) further options to extend following the first renewal, two (2) successive further options to renew this Master Lease as extend following the second renewal, one (1) further option to extend following the third renewal and no further options to extend after the fourth renewal; and
(iii) the Minimum Annual Rent for each year of the additional period shall be equal to the Facilities greater of (each a i) the Minimum Annual Rent payable in the immediately preceding Lease Year, or (ii) 95% of the fair market rental value of the Premises and annual increases in fair market rental value (collectively, the “Option to RenewFMR”), with ) applicable at the first such Option to Renew being, with respect to the Non-Litchfield Facilities, for the period from January 1, 2014 through December 31, 2025 and, with respect to the Litchfield Facilities, for the period from October 1, 2017 through December 31, 2025, and the second time Tenant exercises such option being, with respect to all of the Facilities, for the period from January 1, 2026 through December 31, 2035. The Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor but in its sole discretion):
(a) An Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), no event prior to the expiration date that is ten (10) months before the then current Expiration Date). In determining the fair market rental value of the Initial Continued Term Premises and fair market annual increases in such rental value, Landlord shall take into account and make appropriate adjustments to reflect current market terms, conditions and concessions for similar renewal transactions in similar industrial buildings that are then generally available in the market area (or and taking into account whether such terms, conditions and concessions are being made available by Landlord) at the time Tenant exercises such option (but in no event prior to the expiration of date that is ten (10) months before the period covered by the preceding Option to Renew, as the case may bethen current Expiration Date);
(b) No Event of Default shall have occurred and be continuing either at the time an Option to Renew is exercised or at the commencement of the period covered by each Option to Renew;.
(c) During Unless Landlord accepts as Tenant’s Minimum Annual Rent obligation for each year of an additional period an amount equal to the period covered by each Option to RenewMinimum Annual Rent payable in the immediately preceding Lease Year (the “Prior Rent Alternative”), except as otherwise specifically provided for herein, all within fifteen (15) days after Landlord receives notice of Tenant’s exercise of the terms and conditions option to extend the Term of this Master Lease, but in no event prior to the date that is ten (10) months before the then current Expiration Date, Landlord will give notice to Tenant (the “Rent Notice”) of Landlord’s opinion of the FMR and comparing the FMR to the Minimum Annual Rent payable in the immediately preceding Lease Year. If Tenant does not respond to the Rent Notice within fifteen (15) days after receiving it, Landlord’s opinion of the FMR shall remain be deemed accepted as the Minimum Annual Rent due for each Lease Year of the additional period. If, during such fifteen (15) day period, Tenant gives Landlord notice that Tenant contests Landlord’s determination of the FMR (an “Objection Notice”), which notice must contain therein Tenant’s opinion of the FMR, the parties will attempt to arrive at a mutually agreeable Minimum Annual Rent for each Lease Year of the additional period, which, in full force and effect; and,no event, shall be less than the Prior Rent Alternative. When the parties come to an agreement, they will both execute an amendment to this Lease establishing the Minimum Annual Rent for each Lease Year of the additional period.
(d) Lessee may exercise its Option If Landlord and Tenant cannot agree as to Renew with respect to all the FMR within fifteen (and no fewer than all15) days after Landlord’s receipt of the Facilities which are subject Objection Notice, the FMR shall be determined by appraisal. Within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall give written notice to this Master Lease the other setting forth the name and address of an appraiser designated by the party giving notice. All appraisers selected shall be members of the American Institute of Real Estate Appraisers and shall have had at least ten (10) years continuous experience in the business of appraising industrial buildings in the market area. If either party shall fail to give notice of such designation within the time period provided, then the party who has designated its appraiser (the “Designating Party”) shall notify the other party (the “Non-Designating Party”) in writing that the Non-Designating Party has an additional ten (10) days to give notice of exercise of each Option its designation, otherwise the appraiser, if any, designated by the Designating Party shall conclusively determine the FMR. If two appraisers have been designated, such appraisers shall attempt to Renew, it being understood and agreed, however, that agree upon the exercise FMR. If the two appraisers do not agree on the FMR within twenty (20) days of their designation, the two appraisers shall designate a third appraiser. If the two appraisers shall fail to agree upon the identity of a third appraiser within five (5) business days following the end of such twenty (20) day period, then either Landlord or Tenant may apply to the American Arbitration Association, or any successor thereto having jurisdiction, for the settlement of the first Option dispute as to Renewthe designation of the third appraiser and the American Arbitration Association shall designate a third appraiser in accordance with the Real Estate Valuation Arbitration Rules of the American Arbitration Association. The three appraisers shall conduct such hearings as they may deem appropriate, shall make their determination of the affect FMR in writing and shall give notice to Landlord and Tenant of such determination within twenty (20) days after the appointment of the third appraiser. If the three appraisers cannot agree upon the FMR, each appraiser shall submit in writing to Landlord and Tenant the FMR as determined by such appraiser. The FMR for the purposes of this paragraph shall be equal to automatically renew the Initial Litchfield Term upon the expiration thereof not upon the earlier expiration arithmetic average of the Initial Continued Termtwo closest determinations of FMR submitted by the appraisers. Each party shall pay its own fees and expenses in connection with any appraiser selected by such party under this paragraph, and the parties shall share equally all other expenses and fees of the arbitration, including the fees and expenses charged by the third appraiser. The FMR as determined in accordance with the provisions of this Section shall be final and binding upon Landlord and Tenant. Notwithstanding anything contained in this Section to the contrary, in no event shall Tenant’s Minimum Annual Rent obligation for each year of the additional period be an amount that is less than the Prior Rent Alternative.
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Sources: Lease Agreement (Zulily, Inc.)
Options to Renew. Lessee is Landlord and Tenant acknowledge and agree that Tenant's only rights to extend or renew the Lease Term shall be as set forth in this Paragraph 4 and, accordingly, Addendum 2 to the First Amendment, Addendum 4 to the Initial Lease and any other previously granted renewal or extension options in the Original Lease are hereby granted deleted in their entirety and shall be of no further force or effect. Landlord hereby grants to Tenant two (2) successive consecutive options to renew this Master extend the Lease as to the Facilities Term (each, an "Option"), each for a period of five (5) years (each a “5-year period, an "Option to Renew”Term"), with the first such Option to Renew being, with respect to Term commencing on the Non-Litchfield Facilities, for date immediately following the period from January 1, 2014 through December 31, 2025 and, with respect to Second Amendment Expiration Date (if the Litchfield Facilities, for the period from October 1, 2017 through December 31, 2025, and the second such option being, with respect first Option is exercised by Tenant). Each Option shall be subject to all of the Facilities, for the period from January 1, 2026 through December 31, 2035. The Options to Renew are subject to the following terms conditions and conditions (which conditions may be waived by Lessor in its sole discretion):terms:
(a) An Option Tenant shall give to Renew Landlord, and Landlord shall actually receive, on a date which is exercisable only by Notice to Lessor at least two hundred seventy (270) days and not more than three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), days prior to the then scheduled expiration date of the Initial Continued Term (or prior to the expiration Lease Term, a written notice of Tenant's exercise of the period covered by applicable Option (an "Option Notice"), time being of the preceding essence. If an Option to RenewNotice is not timely so given and received, as the case may beOption, and any subsequent Option (if any);, shall automatically expire.
(b) No Tenant shall have no right to exercise an Option, notwithstanding any provision hereof to the contrary, (i) during the time commencing from the date Landlord gives to Tenant a notice of monetary or material non-monetary default pursuant to this Lease and continuing until the noncompliance alleged in said notice of default is cured, (ii) if, during the twelve (12) month period of time immediately prior to the time that Tenant attempts to exercise the Option, Landlord has delivered to Tenant two (2) or more notices of monetary or material non-monetary default under the Lease, whether or not the defaults are cured, or Tenant has been late on three (3) or more occasions in the payment of a monetary obligation to Landlord, or (iii) Tenant has committed an Event of Default shall have occurred and be continuing either at under the time an Option to Renew is exercised or at the commencement of the period covered by each Option to Renew;Lease.
(c) During The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise the period covered by each Option to Renew, except as otherwise specifically provided for hereinbecause of the provisions of Paragraph 4(b) above.
(d) At Landlord's sole election, all Option rights of Tenant under this Paragraph 4 shall terminate and be of no further force or effect, notwithstanding Tenant's due and timely exercise of an Option, if an Event of Default by Tenant occurs subsequent to the date of the exercise of the Option (provided, however, in no event shall the foregoing be interpreted to limit any rights or remedies of Landlord in connection with any such Event of Default).
(e) The Options granted to Tenant under this Paragraph 4 are personal to the specific Tenant named in this Amendment or any affiliated entity to which the Lease has been assigned as permitted by Paragraph 17 of the Initial Lease (an "Affiliated Assignee") and may be exercised only by such named Tenant (or such Affiliated Assignee) while occupying the entire Premises who does so without the intent of thereafter assigning the Lease or subletting the Premises or any portion thereof, and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than the Tenant named in this Amendment (or such Affiliated Assignee). The Options herein granted to Tenant are not assignable separate and apart from the Lease, nor may the Options be separated from the Lease in any manner, either by reservation or otherwise.
(f) All of the terms and conditions of the Lease except where specifically modified by this Master Paragraph 4 or as otherwise stated to be applicable only to earlier portions of the Lease Term shall remain in full force and effect; and,apply during the Option Terms.
(dg) Lessee may exercise its The monthly Base Rent payable during each Option Term shall be equal to Renew with respect to all the greater of (and no fewer than alli) the then-current fair market value of the Facilities which are subject to this Master Premises, or (ii) the monthly Base Rent payable during the immediately preceding month of the Lease at Term. The then current fair market value of the time Premises shall be determined as of exercise the beginning of each Option to Renew, it being understood and agreed, however, that upon Term in accordance with the exercise remainder of the first Option to Renew, the affect shall be to automatically renew the Initial Litchfield Term upon the expiration thereof not upon the earlier expiration of the Initial Continued Term.this subparagraph
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