Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability with respect to the space described in an Availability Notice, then within fifteen (15) business days of delivery of such Availability Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability with respect to the entire space described in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within the fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 3 contracts
Sources: Office Lease (Square, Inc.), Office Lease (Square, Inc.), Office Lease (Square, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen five (155) business days of after delivery of such Availability the First Refusal Notice to TenantTenant (“Election Date”), Tenant shall deliver notice to Landlord of Tenant’s intention to exercise of its right of availability first refusal with respect to the entire space described in such Availability Noticethe First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If if Tenant does not so notify Landlord exercise its right of first refusal within the fifteen five (155) business day periodperiod (on all of the First Refusal Economic Terms), then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect thereof or object to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofFirst Refusal Economic Terms.
Appears in 3 contracts
Sources: Lease (AltheaDx, Inc.), Lease (AltheaDx, Inc.), Lease (AltheaDx, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of availability First Offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (“Tenant’s First Offer Exercise Notice”) of Tenant’s intention election to (i) exercise its right of availability first offer with respect to (A) the entire space described in the First Offer Notice on the terms contained in such notice, or (B) if the First Offer Space described in the First Offer Notice includes both the Fourth Floor First Offer Space and the Fifth Floor First Offer Space, then Tenant may exercise its right of first offer with respect to only the Fifth Floor First Offer Space, on the terms contained in such notice applicable to only the Fifth Floor First Offer Space, or (ii) exercise its right of first offer with respect to the entire space described in such Availability Noticethe First Offer Notice (or with respect to only the Fifth Floor First Offer Space, at the rent, for the term, and upon the other fundamental economic terms and conditions, includingas set forth above), but not limited to, rental concessions and improvement allowances, dispute the applicable First Offer Rent set forth in Sections 1.4.3the First Offer Notice. Concurrently with Tenant’s exercise of its Right of First Offer, 1.4.5 Tenant shall provide Tenant’s most recent Audited Financial Statement (as that term is defined in Section 17.2 below) and 1.4.6 below any previous Audited Financial Statements (prepared by Tenant and for a term that is coterminous not already in Landlord’s possession or otherwise reviewed by Landlord) pertaining to the period starting with the Term (Lease Commencement Date and continuing through the date of Landlord’s delivery of the First Offer Notice. Tenant may provide such Audited Financial Statements via an “Exercise Notice”)on-line diligence site, and shall not be required to provide hardcopies of the same. If Tenant does not so notify Landlord deliver Tenant’s First Offer Exercise Notice and all required accompanying documentation within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to enter into a lease (“Third Party Lease”) for the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything ; provided, however, if during the 270-day period following the initial delivery of the First Offer Notice to Tenant, either (x) the rentable square footage of the First Offer Space to be leased changes by greater than ten percent (10%) or (y) the Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than six percent (6%) more favorable to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of tenant than the space Economic Terms offered by Landlord to Tenant at any particular time(as such Economic Terms are adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party) (the “New Offer Terms”) to Tenant by written notice (the “Additional Notice”) setting forth the New Offer Terms, and Tenant may not elect shall have five (5) business days from Tenant’s receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease only a portion thereof. If Tenant does not exercise its right of availability or lease amendment with respect to any space described in an Availability such First Offer Space which does not require Landlord to deliver another First Offer Notice or if to Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject pursuant to the terms of this Section 1.4, including Section 1.4.4., Tenant’s paragraph or Tenant exercises such right of availability first offer, as set forth in this Section 1.4 shall terminate as to all applicable). After the expiration of the space described in such Availability Notice until 270-day period Landlord shall have no further liability to Tenant with respect to the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofsubject First Offer Space.
Appears in 2 contracts
Sources: Office Lease (Lyft, Inc.), Office Lease (Lyft, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of following delivery of such Availability the First Offer Notice to TenantTenant (the “First Offer Exercise Period”), Tenant shall deliver notice (the “First Offer Exercise Notice”) to Landlord of Tenant’s intention election to exercise its right of availability first offer with respect to the entire space described in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, First Offer Notice (except as otherwise expressly set forth in Sections 1.4.3the last sentence of this Section 7.2) on the terms contained in such notice, 1.4.5 provided that concurrently with such exercise, Tenant may, at its option, object to the First Offer Rent contained in the First Offer Notice, in which case the parties shall follow the procedure, and 1.4.6 below and for a term that is coterminous with the Term First Offer Rent shall be determined, as set forth in Section 2.2.4 of the Original Lease (an “Exercise Notice”as if the First Offer Rent hereunder were the First Offer Rent under Section 1.3 of the Original Lease). If Tenant does not so notify deliver the First Offer Exercise Notice to Landlord within the fifteen ten (1510) business day periodperiod set forth above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone Landlord desires and on any terms Landlord desires; provided, however, that if Landlord does not enter into a lease of the subject First Offer Space within nine (9) months after the expiration of the First Offer Exercise Period, then such First Offer Space shall again be subject to the terms right of Section 1.4.4first offer as set forth herein and Landlord shall deliver a second First Offer Notice with regard to the subject First Offer Space (the “Second Chance First Offer Notice”) prior to entering into any lease of the subject First Offer Space with a third party (expressly excluding the existing tenant of the First Offer Space); provided, belowfurther that Tenant hereby acknowledges and agrees that Landlord shall only be obligated to deliver one (1) Second Chance First Offer Notice with regard to any particular First Offer Space and that if Tenant shall fail to exercise its right of first offer upon Landlord’s delivery of a Second Chance First Offer Notice, Landlord shall be free to lease the space described in such Availability Notice therein to anyone to whom any Landlord desires on any terms Landlord desiresdesires (and Tenant shall have no further rights whatsoever with regard to the subject First Offer Space). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at in any particular timeFirst Offer Notice, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described ; provided, however, that in an Availability the event that the First Offer Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to include all of the space described 16th Floor First Offer Space and all of the 17th Floor First Offer Space, Tenant shall have the right to elect, in such Availability Notice until the space again becomes available (i.e.First Offer Exercise Notice, until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout to lease only the Term and any extension thereofentire 16th Floor First Offer Space.
Appears in 2 contracts
Sources: Office Lease (ServiceTitan, Inc.), Office Lease (ServiceTitan, Inc.)
Procedure for Acceptance. On or before the date which is five (5) business days after Tenant's receipt of Landlord's First Offer Notice (the "ELECTION DATE"), Tenant shall deliver written notice to Landlord ("TENANT'S ELECTION NOTICE") pursuant to which Tenant shall have the right to elect one of the following options:
1.6.3.1 Lease the entire First Offer Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice; or
1.6.3.2 If the applicable First Offer Space Commencement Date specified by Landlord in Landlord's First Offer Notice is scheduled to occur after the first (1st) anniversary of the Lease Commencement Date as set forth in Landlord's First Offer Notice, lease the entire First Offer Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, except that Tenant wishes may concurrently object in Tenant's Election Notice to exercise the First Offer Space Rent for the First Offer Space set forth in the First Offer Notice, in which case such First Offer Space Rent shall be deemed to be the Fair Market Rental Rate for such First Offer Space for the First Offer Space Term therefor as defined and determined pursuant to the applicable provisions of the Extension Option Rider; or
1.6.3.3 If the applicable First Offer Space Commencement Date specified by Landlord in Landlord's First Offer Notice is scheduled to occur after the first (1st) anniversary of the Lease Commencement Date as set forth in Landlord's First Offer Notice, refuse to lease the entire First Offer Space described in the First Offer Notice based solely upon Tenant’s right 's objection to the Terms specified in the First Offer Notice, in which event Tenant shall also specify in Tenant's Election Notice revised Terms upon which Tenant would be willing to lease from Landlord all, but not less than all, of availability such First Offer Space identified in the First Offer Notice, provided that the First Offer Space Term and the number of parking spaces available for Tenant's use with respect to the space described First Offer Space contained in an Availability Noticethe First Offer Notice shall not be revised by Tenant (collectively, then within fifteen (15) business days of delivery of such Availability Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability with respect to the entire space described in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”"TENANT'S PROPOSED TERMS"). If Tenant does timely gives Landlord notice pursuant to this Section 1.6.3.3, then within five (5) business days after Landlord's receipt of Tenant's Election Notice together with Tenant's Proposed Terms, Landlord shall deliver to Tenant written notice ("LANDLORD'S RESPONSE NOTICE") pursuant to which Landlord shall elect either to: (i) lease the entire First Offer Space to Tenant upon Tenant's Proposed Terms, and the same non-economic terms set forth in this Lease; or (ii) lease all or a portion of the First Offer Space (provided such portion is not so notify Landlord less than eighty percent [80%] of the rentable square feet of the First Offer Space identified in Landlord's First Offer Notice) to any third party within six (6) months after Landlord's receipt of Tenant's Election Notice pursuant to this Section 1.6.3.3, upon terms (other than the fifteen length of lease term) which are not more favorable to such third party than Tenant's Proposed Terms. Landlord's failure to give Landlord's Response Notice within such five (155) business day periodperiod shall be deemed Landlord's election of the option in clause (ii) hereinabove). If at any time within such 6-month period Landlord desires to lease all or any portion of such First Offer Space to any third party upon terms (other than the length of lease term) which either (A) are more favorable to such third party than Tenant's Proposed Terms, or (B) pertains to less than eighty percent (80%) of the rentable square feet of the First Offer Space identified in Landlord's First Offer Notice (such reduced portion of such First Offer Space shall be referred to herein as the "REDUCED FIRST OFFER SPACE"), then subject prior to the terms of Section 1.4.4, belowleasing such applicable space to such third party, Landlord shall be free submit to Tenant a new First Offer Notice with respect to such applicable space containing either such more favorable terms or the Terms for such Reduced First Offer Space, as the case may be, and the procedures of this Section 1.6.3 shall again apply following Tenant's receipt of such new First Offer Notice, except that in the event that the new First Offer Notice pertains to such more favorable terms pursuant to clause (A) hereinabove, Tenant shall only have the options in Sections 1.6.3.1 and 1.6.3.4 hereof (and not in Sections 1.6.3.2 or 1.6.3.3 hereof) with respect to such new First Offer Notice; or
1.6.3.4 Refuse to lease the space entire First Offer Space described in the First Offer Notice, specifying that Tenant is not interested in exercising its right of first offer for such Availability First Offer Space, in which event Landlord shall have the right for a period of six (6) months thereafter to lease all or any portion of the First Offer Space described in Landlord's First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires to any third party. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityto lease the First Offer Space, if at all, with respect to all of the space offered First Offer Space described in any First Offer Notice delivered by Landlord to Tenant at any particular timeTenant, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right elect any of availability the foregoing options in Tenant's Election Notice delivered to Landlord by the Election Date, Tenant shall be deemed to have elected the option described in Section 1.6.3.4 above. If Tenant elects the option in Section 1.6.3.3 above, and as a result Landlord elected or is deemed to have elected the option in clause (ii) of Section 1.6.3.3, or if Tenant elects or is deemed to have elected the option in Section 1.6.3.4 above, and if Landlord does not lease all or any portion of the First Offer Space identified in the First Offer Notice to any party within (6) months after the date Tenant elects or is deemed to have elected such applicable option, then Landlord shall submit to Tenant a new First Offer Notice with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject such unleased First Offer Space prior to the terms first time after such 6-month period that Landlord intends to accept from or submit to a third party a Third Party Offer to lease all or any portion of such unleased First Offer Space, in which event the foregoing procedures of this Section 1.4, including Section 1.4.4., 1.6.3 shall again apply following Tenant’s right 's receipt of availability such new First Offer Notice. With respect to the First Offer Space located in the 10260 Building which is leased to KLA-Tencor as set forth in this Section 1.4 shall terminate as to all of the date hereof, which space described consists of the entire rentable square feet of the 10260 Building, containing a total of 36,985 rentable square feet, as depicted on EXHIBIT A-3 attached hereto (the "10260 SPACE"), Tenant shall include in Tenant's Election Notice the following financial information and materials (collectively, the "FINANCIAL DOCUMENTS"): if Tenant is a publicly-traded company, then the most recent audited balance sheet filed with the Securities and Exchange Commission; otherwise an audited balance sheet as of the end of the most recent quarter of the then-current fiscal year of Tenant (or, if the first quarter in such Availability Notice until fiscal year has not expired, the space again becomes available last quarter of the previous fiscal year), prepared by a national firm of certified public accountants (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights reasonably acceptable to Landlord) in this Section 1.4 shall be continuous throughout the Term and any extension thereofaccordance with generally accepted accounting principles consistently applied.
Appears in 2 contracts
Sources: Office Lease (Websense Inc), Office Lease (Websense Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right the Right of availability First Offer with respect to the space described in an Availability a First Offer Notice, then within fifteen five (155) business days of delivery of such Availability First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise irrevocably exercising its right of availability first offer with respect to the entire space described in such Availability Notice, at First Offer Notice on the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)contained therein. If Tenant does not so notify Landlord within the fifteen five (155) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free released of its obligation to lease such First Offer Space to Tenant for a period of nine (9) months following the relevant First Offer Notice (the “Waiver Period”), and Landlord shall have the right during such Waiver Period to lease the space described First Offer Space to any third party for a term and on such other conditions as Landlord may determine in such Availability Notice Landlord’s sole discretion. If Landlord has not leased the First Offer Space to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything a third party within the Waiver Period, then the provisions of this Section 1.3 shall again apply to the contrary contained hereinFirst Offer Space, Tenant must elect to exercise its right of availabilityprovided, however, that if at all, Landlord is actively and in good faith negotiating with a third party with respect to the First Offer Space at the end of such Waiver Period, the Waiver Period shall be extended through the date such negotiations conclude. Upon Landlord’s leasing the applicable First Offer Space to any third party during the Waiver Period, all rights of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of such First Offer Space under this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 1.3 shall terminate as to all of the space described in such Availability Notice cease until the space again First Offer Space becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereoffor lease again at a future date.
Appears in 2 contracts
Sources: Sublease Agreement (CrowdStrike Holdings, Inc.), Sublease Agreement (CrowdStrike Holdings, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant’s intention to exercise of its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice, at and the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, ROFO Economic Terms shall be as set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise First Offer Notice”). If Tenant does not so notify Landlord unconditionally exercise its right of first offer within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant’s right of first offer shall terminate as to the First Offer Space described in the First Offer Notice; provided, however, that if Landlord, within thirty (30) days after such ten (10) day period, intends to enter into a lease upon ROFO Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those ROFO Economic Terms proposed by Landlord in the First Offer Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Offer Space on such more favorable ROFO Economic Terms; provided, however, that in no event shall Landlord be obligated to provide Tenant a Second Chance Notice if the prospective third party tenant has, in Landlord’s good faith, business judgment, a credit worthiness and financial stability greater than Tenant. For purposes hereof, ROFO Economic Terms shall be materially more favorable to a third party if such ROFO Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety percent (90%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Offer Notice to Tenant. Tenant’s failure to elect to lease the First Offer Space upon such more favorable ROFO Economic Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable ROFO Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms Landlord desires and Tenant shall have no further right to lease such First Offer Space set forth in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 2 contracts
Sources: Lease Agreement (Harpoon Therapeutics, Inc.), Lease (Harpoon Therapeutics, Inc.)
Procedure for Acceptance. If Tenant Lessee wishes to exercise TenantLessee’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen twelve (1512) business days of after delivery of such Availability the First Offer Notice to TenantLessee, Tenant Lessee shall deliver written notice to Landlord Lessor of TenantLessee’s intention to exercise of its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice, at either on the rent, for terms contained in the term, First Offer Notice or on terms to be negotiated between Lessor and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term Lessee as provided herein (an “Lessee’s Exercise Notice”). If Tenant Lessee does not so notify Landlord Lessor within the fifteen such twelve (1512) business day period, then subject to the terms of Section 1.4.4, below, Landlord Lessor shall be free to lease the space described in such Availability the First Offer Notice to anyone any third party, and Lessee shall have no further rights hereunder with respect to whom Landlord desires on any terms Landlord desiressuch space, until Lessee’s rights hereunder revive as provided in subparagraph (g) below. Notwithstanding anything Concurrently with or prior to delivery of Lessee’s Exercise Notice, one of the contrary contained herein, Tenant following conditions must elect be or must have been satisfied in order for Lessee to exercise its right of availability, if at all, first offer with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available First Offer Notice: (i.e.i) the term of that certain Office Lease, until such time dated as Landlord enters into an Interim Lease of January 1, 1998, by and such Interim Lease expires between Lessor and Lessee, covering those certain premises located on floors one and two of the East Wing of that certain building in Levi’s Plaza commonly known as the Koshland Building (the “Swing Space Lease”) must have expired, or is terminated earlymust be scheduled to expire on or prior to the First Offer Space Commencement Date (as defined in subparagraph (e) below). The rights in this Section 1.4 ; (ii) Lessee shall be continuous throughout give, or previously shall have given, written notice of its election to terminate the Term Swing Space lease pursuant to the terms and any extension thereof.conditions of Article 35 of the Swing Space Lease; or
Appears in 2 contracts
Sources: Lease Amendment (Levi Strauss & Co), Lease (Levi Strauss & Co)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right the Right of availability First Refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen ten (1510) business days of delivery of such Availability the First Refusal Notice to Tenant, Tenant shall deliver notice (“First Refusal Exercise Notice”) to Landlord of Tenant’s intention to exercise its right of availability the Right of First Refusal with respect to the entire space described in the First Refusal Notice on the terms contained in such Availability Noticenotice, at provided that (i) if the rentFirst Refusal Commencement Date (defined below) is anticipated by Landlord to occur prior to the first anniversary of the Lease Commencement Date (the “One Year Period”), for then the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, First Refusal Rent shall be as set forth in Sections 1.4.3Section 1.3.3.1, 1.4.5 below, and 1.4.6 (ii) after the One Year Period, Tenant may, upon and concurrent with such exercise, object to the First Refusal Rent contained in the First Refusal Notice, in which case the parties shall follow the procedure, and the First Refusal Rent shall be determined, as set forth in Section 1.3.8, below and for a term that is coterminous with the Term (an “Exercise NoticeTenant’s First Refusal Arbitration Right”). If Tenant does not so notify Landlord within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, if Landlord fails to lease such First Refusal Space to a third-party within six (6) months following Landlord’s delivery of the First Refusal Notice to Tenant, then Tenant’s Right of First Refusal with respect to such space shall again be renew and Landlords shall reoffer such space to Tenant in accordance with the terms set forth in this Section 1.3. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right the Right of availabilityFirst Refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 2 contracts
Sources: Office Lease (Apptio Inc), Office Lease (Apptio Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen five (155) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to 's exercise its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of fifteen (an “Exercise Notice”)15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the fifteen five (155) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 2 contracts
Sources: Standard Office Lease (United Online Inc), Standard Office Lease (Netzero Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice ("Exercise Notice") to Landlord of Tenant’s intention to 's exercise of its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice, at and the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms shall be as set forth in Sections 1.4.3the First Offer Notice unless Tenant objects thereto in the Exercise Notice (which objection shall include Tenant's proposed Economic Terms). If Tenant objects in Tenant's Exercise Notice to Landlord's determination of the Economic Terms and provides Tenant's proposed Economic Terms therein, 1.4.5 then Landlord and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)Tenant shall negotiate, in good faith, to agree upon such Economic Terms. If Tenant does not so notify Landlord exercise its right of first offer within the fifteen aforementioned ten (1510) business day period, or if Tenant does exercise its right of first offer by timely delivery of the Exercise Notice but objects to Landlord's determination of Economic Terms (and Landlord and Tenant are unable to agree upon such Economic Terms within ten (10) business days after Tenant's delivery of the Exercise Notice), then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires desires; provided, however, that if Landlord intends to enter into a lease upon Economic Terms which are more than five percent (5%) more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Offer Notice (blending all concessions on a straight-line basis over the applicable lease terms), Landlord shall first deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease the First Offer Space on such more favorable Economic Terms. Tenant's failure to elect to lease the First Offer Space upon such more favorable Economic Terms by written notice to Landlord within five (5) business days after Tenant's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant's election not to lease such space upon such more favorable Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord desiresdoes lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(b) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an extension or renewal option specified therein. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 2 contracts
Sources: Lease (Cohu Inc), Agreement of Purchase and Sale (Cohu Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant▇▇▇▇▇▇’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires (any such lease to a third-party, an “Intervening Lease”). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Notwithstanding the foregoing, (i) if Landlord has not entered into an Intervening Lease with a third party within nine (9) months following the delivery by Landlord to Tenant does of the First Offer Notice, then, so long as Landlord is not exercise its engaged in good faith negotiations with a third party to lease all or a portion of such First Offer Space, the right of availability first offer granted to Tenant in this Section 10 shall once again be invoked and (ii) in the event that within the nine (9) months following the delivery by Landlord to Tenant of the First Offer Notice, Landlord markets or offers the First Offer Space to third parties on terms materially less favorable to Landlord than those set forth in the First Offer Notice (it being understood and agreed that “materially less favorable” shall mean that the net present value of the material economic terms of the modified transaction is at least ten percent (10%) less than the net present value of the material economic terms set forth in the First Offer Notice), ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇’s rights under this Section 10 with respect to any space described in an Availability such First Offer Space shall be reinstated and Landlord shall provide 4864-0699-3085.7183305.00028/7-23-24/ejs/ejs -7- [Sixth Amendment][Revolution Medicines, Inc.]COID: 1507 Tenant with a First Offer Notice or if Tenant fails if, as, and to respond to an Availability Notice within fifteen (15) business days of delivery thereofthe extent, then subject to required under the terms of this Section 1.4, including Section 1.4.410., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 2 contracts
Sources: Lease (Revolution Medicines, Inc.), Lease (Revolution Medicines, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen twenty-one (1521) business calendar days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord within the fifteen twenty-one (1521) business calendar day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires, provided that (i) prior to entering into any lease on economic terms that, on a net effective, present value basis, are more than 5% more favorable to such third party than the terms contained in the First Offer Notice, (ii) prior to entering into any lease of less than all of the space described in the First Offer Notice, and (iii) prior to entering into any such lease on a date that is more than six (6) months after Tenant’s election not to lease the First Offer Space, Landlord shall first again offer such space to Tenant on any such reduced terms in accordance with this Section 1.4. Notwithstanding anything to the contrary contained herein, subject to the foregoing, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability first offer with respect to any space described in an Availability a First Offer Notice or if Tenant fails to respond to an Availability a First Offer Notice within fifteen twenty-one (1521) business calendar days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability first offer as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofFirst Offer Notice.
Appears in 2 contracts
Sources: Sublease Agreement (Oportun Financial Corp), Sublease Agreement (Oportun Financial Corp)
Procedure for Acceptance. If Tenant wishes may, not later than ten (10) business days after Landlord gives the First Offer Notice to exercise Tenant (the “Election Date”), at its option, deliver written notice to Landlord (“Tenant’s right Election Notice”) electing to lease the First Offer Space upon the terms set forth in the First Offer Notice. Time is of availability with respect the essence of this provision, and Tenant acknowledges and agrees that Landlord will have no obligation to lease the space described First Offer Space to Tenant if Tenant does not deliver Tenant’s Election Notice within the time specified. Any qualified or conditional acceptance by Tenant of Landlord’s First Offer Notice shall be deemed a counteroffer to, and a rejection of, Landlord’s First Offer Notice. If Tenant’s Election Notice is not a written, unconditional acceptance of Landlord’s First Offer Notice, or is not delivered to Landlord by the Election Date, then Tenant’s rights under this Paragraph 58 shall automatically terminate, and Landlord shall thereafter be entitled to lease all or any portion of the First Offer Space identified in an Availability the First Offer Notice to any person or entity on any terms which may be satisfactory to Landlord, in its sole discretion, including terms and conditions more favorable to such person or entity than the terms and conditions set forth in the First Offer Notice; provided, however, prior to Landlord leasing the First Offer Space to another party on terms which are substantially more favorable to such other party than the terms set forth in the First Offer Notice, then within fifteen Landlord must first re-offer such First Offer Space to Tenant pursuant to a revised First Offer Notice on such more favorable terms, and Tenant shall have five (155) business days of delivery of within which to elect to lease the First Offer Space on such Availability Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability with respect to the entire space described in such Availability Notice, at the rent, for the term, and upon the other fundamental economic revised terms and conditions. For purposes of the foregoing, including, but not limited to, rental concessions and improvement allowances, another lease shall be substantially more favorable than the offer set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within First Offer Notice if the fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described net effective rent in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to other lease is more than ten percent (10%) lower than the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of net effective rent in the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as offer set forth in this Section 1.4 the First Offer Notice. As used herein, “net effective rent” shall terminate as to all mean the average contract rental rate over the term of the space described in such Availability Notice until applicable transaction, as reduced by the space again becomes available (i.e.amortized cost of free rent, until such time as Landlord enters into an Interim Lease tenant improvement allowances and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofother cash allowances.
Appears in 2 contracts
Sources: Lease Agreement (10x Genomics, Inc.), Lease Agreement (10X Genomics, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise -------------------------- Tenant’s 's right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen five (155) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of ten (an “Exercise Notice”)10) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the fifteen five (155) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said ten (10) day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant's right of first offer shall terminate in its entirety. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 2 contracts
Sources: Office Lease (UC Hub Group Inc), Office Lease (UC Hub Group Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen five (155) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant’s intention to exercise of its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice, at and the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, First Offer Economic Terms shall be as set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise First Offer Notice”). If Tenant does not so notify Landlord unconditionally exercise its right of first offer within the fifteen five (155) business day period, then subject to the terms Landlord shall, for a period of Section 1.4.4six three (3) months, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that if Landlord, intends to enter into a lease upon ROFO Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those ROFO Economic Terms proposed by Landlord in the First Offer Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“ROFO Second Chance Notice”) providing Tenant with the opportunity to lease the First Offer Space on such more favorable ROFO Economic Terms. For purposes hereof, ROFO Economic Terms shall be materially more favorable to a third party if such ROFO Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five (95%) of the net effective rental rate for such First Offer Space as those proposed by Landlord in the First Offer Notice to Tenant. Tenant’s failure to elect to lease the First Offer Space upon such more favorable ROFO Economic Terms by written notice to Landlord within three (3) business days after Tenant’s receipt of such ROFO Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable ROFO Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms Landlord desires, subject to Landlord’s obligation to deliver Tenant a further ROFO Second Chance Notice under the circumstances set forth in the preceding two sentences. Notwithstanding anything above to the contrary, in no event shall Landlord be obligated to provide Tenant with a Second Chance Notice if, at the time Landlord would otherwise be obligated to provide such Second Chance Notice to Tenant, the prospective third party tenant has an S&P credit rating equal to or greater than “BBB”. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space comprising the First Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect thereof or object to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofFirst Offer Economic Terms.
Appears in 2 contracts
Sources: Lease (Applied Molecular Transport Inc.), Lease (Applied Molecular Transport LLC)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice (“Exercise Notice”) to Landlord of Tenant’s intention to exercise of its right of availability first offer with respect to the entire space described in such Availability Notice, at the rent, for First Offer Notice (if the termFirst Offer Notice is given pursuant to clause (x) of Section 10(a) above) or with respect to any or all entire suite(s) described in the First Offer Notice (if the First Offer Notice is given in response to a Tenant Request under clause (y) of Section 10(a) above), and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms shall be as set forth in Sections 1.4.3the First Offer Notice, 1.4.5 unless Tenant objects to Landlord’s Economic Terms and 1.4.6 below and for a term that is coterminous with the Term proposes revised Economic Terms (an “Tenant Proposal”) in Tenant’s Exercise Notice”). If Tenant timely delivers the Exercise Notice but so objects to Landlord’s Economic Terms, Landlord may elect within ten (10) business days following receipt of such Exercise Notice from Tenant, either to: (i) lease such First Offer Space to Tenant upon the revised Economic Terms specified in the Tenant Proposal; or (ii) have the Economic Terms, including the Market Rent, determined in accordance with Section 31(d) of the Original Lease. Landlord’s failure to timely choose either clause (i) or clause (ii) above will be deemed to be Landlord’s choice of clause (ii) above. If Landlord chooses, or is deemed to have chosen, clause (ii) above, the Market Rent determined in accordance with Section 31(d) of the Original Lease shall establish Economic Terms with respect to the First Offer Space; provided, however, that during the pendency of any such determination, the parties shall proceed with and utilize the Economic Terms specified in Landlord’s First Offer Notice and if Economic Terms reflected in the Tenant Proposal are ultimately determined to apply, the parties shall promptly make a retroactive adjustment. If Tenant does not so notify Landlord not, in response to a First Offer Notice given under clause (x) of Section 10(a) above, unconditionally exercise its right of first offer within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the contrary contained hereinterms and conditions of this Section 10(b) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease. Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 2 contracts
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen (15) [***] business days of delivery of such Availability the First Refusal Notice to TenantTenant (or within [***] business days after delivery of a "Second Notice", as defined below), Tenant shall deliver notice (the "First Refusal Exercise Notice") to Landlord of Tenant’s intention 's election to exercise its right of availability first refusal with respect to the entire space Refusal Space described in the First Refusal Notice on the terms contained in such Availability Noticenotice. The First Refusal Notice shall include the "Economic Terms" and the "Non-Economic Terms," as those terms are defined, at the rentbelow, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)which will be applicable to such Refusal Space. If Tenant does not so notify Landlord within the fifteen (15) [***] business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that prior to leasing such space to any third party (A) at a rental (taking into consideration the Economic Terms, calculated on a "Net Equivalent Lease Rate" basis pursuant to Sections 5.1 through 5.5 of Exhibit G to the Lease), more than [***] percent ([***]%) more favorable than those set forth in the corresponding First Refusal Notice, or (B) pursuant to Non-Economic Terms which are materially more beneficial to such tenant than those set forth in the corresponding First Refusal Notice, Landlord shall first again offer such Refusal Space to Tenant on such more favorable Economic Terms and/or Non-Economic Terms (the "Second Notice"); provided further, however, that notwithstanding anything in this Section 1.3 to the contrary, Tenant hereby acknowledges and agrees that the tenant with whom Landlord enters into any such lease and any tenant entering into a lease during any "First Offer Suspension Period," as that term is defined in Section 1.3.6 below, shall, with respect to any and all renewal, extension, expansion, first offer, first refusal or similar rights granted in such lease, be a Superior Right Holder for purposes of this Section 1.3. In addition, if Landlord fails to execute a letter of intent or a lease agreement with a tenant on, or within the allowed variances of, the Economic Terms and Non-Economic Terms set forth in the First Refusal Notice within [***] days following the expiration of the [***] business day period for Tenant to submit a First Refusal Exercise Notice, then the right of first refusal granted under this Section 1.3 shall again apply and [***] Confidential portions of this document have been redacted and filed separately with the Commission. Landlord shall be required, prior to leasing or granting any rights to lease such Refusal Space to any third party, to provide Tenant with a First Refusal Notice and an opportunity to lease such Refusal Space as provided in this Section 1.3. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst refusal, if at all, with respect to all of the space offered by Landlord to Tenant at Refusal Space identified in any particular timeFirst Refusal Notice (or Second Notice), and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right For purposes hereof, the "Economic Terms" shall be the following items: (i) base rent and free rent, including escalations thereto, (ii) monetary concessions (e.g., free rent, improvement allowances), and (iii) any rent stop or base year protections. For purposes hereof, the "Non-Economic Terms" shall be the following items: (a) the rentable square footage of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen the applicable Refusal Space, (15b) business days the length of delivery thereofterm, then subject including the lease commencement date, and (c) the date by which the Refusal Space will be delivered to the terms tenant and the period of this Section 1.4time, including Section 1.4.4.if any, Tenant’s right of availability as set forth in this Section 1.4 shall terminate as granted to all the tenant for the construction or build-out period of the space described Refusal Space prior to the obligation to pay rent. The amount of the security deposit required of a third party tenant shall not be deemed an Economic Term or a material Non-Economic Term; provided, that Landlord shall have the right to require that Tenant provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's Rent obligations in such Availability Notice until connection with Tenant's lease of the space again becomes available Refusal Space. Such financial security determination shall be made by reviewing the extent of financial security then generally being imposed by landlord of the Comparable Buildings on tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant for transactions comparable to the transaction for the Refusal Space (i.e., until such time as Landlord enters into an Interim Lease with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such Interim Lease expires or is terminated earlyother tenants). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 2 contracts
Sources: Office Lease (Bridgepoint Education Inc), Office Lease (Bridgepoint Education Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen twenty (1520) business days of delivery receipt of such Availability the First Offer Notice to TenantTenant (the “Exercise Period”), Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability first offer with respect to the entire space so described in the First Offer Notice on the Fundamental Terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord within prior to the fifteen (15) business day periodexpiration of the Exercise Period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything the same Fundamental Terms of the First Offer Notice to the contrary contained hereinTenant; provided, however, that if the Fundamental Terms differ from the First Offer Notice to the Tenant, then before entering into such third party lease, Landlord shall notify Tenant must elect of such different Fundamental Terms and Tenant shall have the right to exercise its right lease the First Offer Space (as the same may have been reconfigured and/or resized) upon such different Fundamental Terms by delivering written notice thereof to Landlord within ten (10) business days after Tenant’s receipt of availabilityLandlord’s Revised Offer Notice. In the event Landlord fails to lease such First Offer Space to a third party, if at all, with respect Landlord shall again be obligated to all of the space offered by Landlord deliver a First Offer Notice to Tenant at any particular timewith regard to the subject First Offer Space, and Tenant may not elect shall again have the right to lease such First Offer Space in accordance with this Section. Landlord shall only deliver such a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability First Offer Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available extent Landlord has a bona-fide prospective tenant (i.e., until such time as a prospective tenant with which Landlord enters into an Interim Lease and such Interim Lease expires or is terminated earlyconducting active negotiations). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 2 contracts
Sources: Office Lease, Office Lease (BBCN Bancorp Inc)
Procedure for Acceptance. If Tenant wishes to exercise the Purchase ROFO, Tenant shall notify Landlord in writing ("Tenant’s right 's Exercise Notice") on or before the date that occurs ten (10) business days following Tenant's receipt of availability with respect the Purchase ROFO Notice ("Tenant's Notice Period"), of Tenant's irrevocable exercise of the Purchase ROFO at the purchase price and other terms set forth in Purchase ROFO Notice. Following Landlord's receipt of Tenant's Exercise Notice ("Tenant's Negotiation Period"), Landlord and Tenant shall negotiate exclusively and in good faith, and shall execute and deliver a purchase and sale agreement (the "Purchase Agreement") for the sale of the For Sale Property to Tenant containing the space described terms set forth in an Availability the Purchase ROFO Notice. If (i) Tenant does not timely deliver Tenant's Exercise Notice, or (ii) Tenant timely delivers Tenant's Exercise Notice, but, despite negotiating in good faith, Landlord and Tenant fail to fully execute and deliver the Purchase Agreement on or before the date that occurs sixty (60) days after the date Landlord receives Tenant's Exercise Notice, then within fifteen Landlord shall thereafter be free to sell the For Sale Property to any party thereafter on any terms elected by Landlord in its sole discretion; provided, however, prior to offering the For Sale Property to a third party at a Purchase Price that is less than ninety-two and one-half percent (1592½%) business days of delivery of such Availability Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability with respect to the entire space described in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Purchase Price set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise any Purchase ROFO Notice”). If Tenant does not so notify Landlord within the fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of the space offered by Landlord deliver to Tenant a modified Purchase ROFO Notice at any particular time, the reduced Purchase Price and Tenant may not elect shall again have the right to lease only deliver a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Tenant's Exercise Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject pursuant to the terms of this Section 1.41.7.2, including and (z) if Landlord withdraws the For Sale Property from the market (except during negotiations or contract periods relating to the sale or potential sale of the For Sale Property in accordance with this Section 1.4.4.1.7), Landlord must again issue a Purchase ROFO Notice before again actively marketing the Project. Time is of the essence with respect to the giving of Tenant's Exercise Notice, Tenant’s right 's Notice Period and the execution and delivery of availability as set forth in the Purchase Agreement. Tenant may specifically enforce its Purchase ROFO rights under this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof1.7.
Appears in 1 contract
Sources: Lease (Nuvasive Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen five (155) business days of after delivery of such Availability the First Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise of its right of availability first refusal with respect to the entire space described in such Availability Notice, at the rent, for First Refusal Notice and on the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)First Refusal Economic Terms contained therein. If Tenant does not so notify Landlord exercise its right of first refusal within the fifteen five (155) business day periodperiod (on all of the First Refusal Economic Terms), then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires provided that in the event the terms are altered so as to reduce the Net Effective Rental Rate (as defined below) by more than five percent (5%) of the net effective rental rate listed in the First Refusal Economic Terms offered to Tenant, Landlord will again be obligated to offer the First Refusal Space to Tenant on such revised First Refusal Economic Terms and Tenant will have three (3) business days to deliver written notice to Landlord of Tenant’s exercise of its right of first refusal. The term “Net Effective Rental Rate” shall mean the rental rate, as adjusted to reflect the value of any free rent, tenant improvement allowance or similar monetary concessions contained in the First Refusal Notice. If after Tenant’s failure to exercise the right of first refusal as to a particular First Refusal Space Landlord leases such space, then upon the expiration of the term of such lease Tenant’s right of first refusal shall again apply to such space, subject, however to the Superior Rights and the prior right of the tenant under such lease to renew the term thereof, regardless of whether such renewal is pursuant to an express provision in such lease or pursuant to a lease amendment or new lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect thereof or object to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofFirst Refusal Economic Terms.
Appears in 1 contract
Sources: Lease (SGX Pharmaceuticals, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of availability First Offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of delivery of such Availability the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord (“Tenant’s First Offer Exercise Notice”) of Tenant’s intention election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord deliver Tenant’s First Offer Exercise Notice within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to enter into a lease (“Third Party Lease”) for the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires for a period of six (6) months after the expiration of such ten (10) business day period. If Landlord enters into a Third Party Lease during such six (6)-month period, then Tenant’s right of first offer as set forth in this Section 1.3 shall terminate as to all of the space described in such First Offer Notice provided, however, that if Landlord desires to lease the First Offer Space to a third party at less than ninety percent (90%) of the “net effective rent” (i.e., the actual rent taking into account all economic terms) set forth in Landlord’s First Offer Notice, Landlord shall deliver a second notice to Tenant with respect to such First Offer Space (and Landlord’s second notice shall contain the then-current terms). Tenant shall have the same rights with respect to the second notice as it had with respect to the initial First Offer Notice, except that Tenant shall only have five (5) business days following receipt of the First Offer Notice to deliver Tenant’s First Offer Exercise Notice. If Landlord does not enter into a Third Party Lease during such six (6)-month period, then Tenant’s rights under this Section 1.3 shall remain in effect and Landlord shall follow the procedure herein prior to entering into a Third Party Lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right Right of availabilityFirst Offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease (Penumbra Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability with respect to the space described in an Availability Notice's Offer Right, then within fifteen ten (1510) business days of Landlord’s delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the “First Offer Exercise Notice”) of Tenant’s intention 's election to exercise its right of availability first offer with respect to all of the entire space described subject First Offer Space on the terms contained in such Availability the First Offer Notice, at . In the rent, event that Tenant does not agree with the rent payable by Tenant for the term, and upon subject First Offer Space (the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, “First Offer Rent”) as set forth in Sections 1.4.3the First Offer Notice, 1.4.5 and 1.4.6 below and for a term that is coterminous then concurrently with the Term (an “such First Offer Exercise Notice”, Tenant shall deliver to Landlord Tenant's calculation of the "Market Rent," as that term is defined in, and determined pursuant to, Exhibit H attached hereto, and assuming that all other applicable Economic Terms for the subject First Offer Space are as provided in the First Offer Notice (subject to the requirements of this Section 1.3) and are used in Tenant’s calculation of Market Rent (the "Tenant's First Offer Space Rent Calculation"). If Tenant does not so notify Landlord within the fifteen such ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease all of the space described in such Availability Notice subject First Offer Space to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that if Landlord has not entered into a lease for all of the subject First Offer Space as of the date that is six (6) months after the date Landlord delivers the applicable First Offer Notice for such First Offer Space, Tenant’s Offer Right and the foregoing procedure shall once again apply to such First Offer Space so long as Tenant’s Offer Right has not otherwise terminated pursuant to Section 1.3.6. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityOffer Right, if at all, with respect to all of the space subject First Offer Space offered by Landlord to Tenant at any particular timeTenant, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Okta, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the Offsite First Offer Notice, then within fifteen (15) business days of delivery of such Availability the Offsite First Offer Notice to Tenant (“Tenant’s Offsite Exercise Period”), Tenant shall deliver notice to Offsite Landlord of Tenant’s intention election to exercise its right of availability first offer with respect to the entire space described in the Offsite First Offer Notice on the Economic Terms contained in such Availability Offsite First Offer Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Offsite Landlord within the such fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, Offsite Landlord shall be free to lease the space described in such Availability the Offsite First Offer Notice to anyone to whom Offsite Landlord desires on any terms Offsite Landlord desiresdesires and any such lease shall become an Intervening Lease; provided, however, Offsite Landlord shall not lease such Offsite First Offer Space to a third party on Economic Terms less than ninety percent (90%) as favorable to Offsite Landlord as the Economic Terms offered in such Offsite First Offer Notice to Tenant (as determined using a Net Equivalent Lease Rate, as defined in Exhibit H attached hereto), without first providing Tenant with a new Offsite First Offer Notice on such reduced Economic Terms. If Offsite Landlord provides such a new Offsite First Offer Notice to Tenant, Tenant’s Offsite Exercise Period with respect to such new First Offer Notice shall be a period of ten (10) days. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Offsite Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Box Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right 's Right of availability First Offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of delivery of such Availability the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant’s intention 's election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord deliver Tenant's First Offer Exercise Notice within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to enter into a lease ("Third Party Lease") for the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything ; provided, however, during the 180-day period following the initial delivery of the First Offer Notice to Tenant, if the Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than ten percent (10%) more favorable to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of tenant than the space Economic Terms offered by Landlord to Tenant at any particular time(as determined using a "Net Equivalent Lease Rate", as defined in Exhibit F attached hereto), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party) (the "New Offer Terms") to Tenant by written notice (the "Additional Notice") setting forth the New Offer Terms, and Tenant may not elect shall have five (5) business days from Tenant's receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease only a portion thereof. If Tenant does not exercise its right of availability or lease amendment with respect to any space described in an Availability such First Offer Space which does not require Landlord to deliver another Additional Notice or if to Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject pursuant to the terms of this Section 1.4paragraph or Tenant exercises such Right of First Offer, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated earlyapplicable). The rights in this Section 1.4 If Landlord does not lease the First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall be continuous throughout the Term and any extension thereofalso provide Tenant with an Additional Notice prior to entering into a Third Party Lease.
Appears in 1 contract
Sources: Office Lease (Roku, Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of availability First Offer with respect to the space Offer Space described in an Availability a First Offer Notice, then within fifteen on or before that date (15the “First Offer Exercise Date”) business that is ten (10) days of following delivery of such Availability First Offer Notice to Tenant, Tenant shall deliver written notice to Landlord (“First Offer Exercise Notice”) irrevocably exercising its Right of Tenant’s intention to exercise its right of availability First Offer with respect to the entire space Offer Space described in such Availability First Offer Notice on the terms contained in such First Offer Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify timely deliver a First Offer Exercise Notice to Landlord within on or before the fifteen (15) business day periodFirst Offer Exercise Date, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right Right of availability First Offer with respect to any space described in an Availability a First Offer Notice or if Tenant fails to respond to an Availability a First Offer Notice within fifteen ten (1510) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability first offer as set forth in this Section 1.4 6.2 shall terminate as to all of the space described in such Availability First Offer Notice. Notwithstanding the foregoing, if Landlord desires to enter into such a lease or lease amendment with a third party on fundamental material economic terms and conditions that are more than seven percent (7%) more favorable than such fundamental material economic terms and conditions set forth in the First Offer Notice provided to Tenant (as such terms and conditions are adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party), then Landlord shall deliver another First Offer Notice to Tenant containing such more favorable terms and conditions (as such terms and conditions are adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party). If Tenant thereafter wishes to exercise its Right of First Offer offered to Tenant in a subsequent First Offer Notice, Tenant shall deliver the First Offer Exercise Notice to Landlord within five (5) Business Days of delivery of such First Offer Notice (which procedure shall be repeated until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and a lease or lease amendment with respect to such Interim Lease expires First Offer Space which does not require Landlord to deliver another First Offer Notice to Tenant pursuant to the terms of this paragraph or is terminated earlyTenant exercises such Right of First Offer, as applicable). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability with respect to On or before the space described in an Availability Notice, then within fifteen date which is five (155) business days after Tenant’s receipt of delivery of such Availability Landlord’s First Offer Notice to Tenant(the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s intention Election Notice”) pursuant to exercise its which Tenant shall have the right of availability with respect to elect either to: (i) lease the entire space applicable First Offer Space described in such Availability Notice, at the rent, for the term, and First Offer Notice upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term First Offer Notice; or (an “Exercise Notice”). If Tenant does not so notify Landlord within the fifteen (15ii) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free refuse to lease such First Offer Space identified in the space described in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desiresFirst Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer provided herein, if at all, with respect to all of the space First Offer Space offered by Landlord to Tenant at any particular timein Landlord’s First Offer Notice, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect respond in writing to any space Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected not to lease the applicable First Offer Space identified in the First Offer Notice. If Tenant elects or is deemed to have elected not to lease the applicable First Offer Space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereofthe First Offer Notice, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as first offer set forth in this Section 1.4 shall terminate as and be of no further force or effect with respect to the applicable First Offer Space identified in the First Offer Notice, and Landlord shall thereafter have the right to lease all or any portion of such applicable First Offer Space to anyone to whom Landlord desires on any terms Landlord desires. If Tenant elects or is deemed to have elected not to lease the applicable First Offer Space described in the First Offer Notice, and if the First Offer Notice only pertains to a portion of the space described First Offer Space not previously identified in any prior First Offer Notice, then Tenant’s right of first offer shall continue with respect to such Availability Notice until the space again becomes available (i.e., unidentified portion until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout unidentified portion of the Term and any extension thereofFirst Offer Space first becomes available for lease within the First Offer Eligibility Period.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability 's rights set forth in this Section 1.2 with respect to the space described in an Availability the First Refusal Notice, then within fifteen ten (1510) business days of after delivery of such Availability the First Refusal Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Refusal Exercise Notice") of Tenant’s intention 's election to exercise its right of availability with respect to lease such First Refusal Space on the entire space described terms contained in such Availability the First Refusal Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord exercise its right to lease the First Refusal Space within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires, provided that, prior to leasing such space on terms that are more than five percent (5%) more favorable to the tenant, on a net economic present value basis, than the terms set forth in the First Refusal Notice, Landlord shall first re-offer such space to Tenant on such reduced terms. Tenant's Right of First Refusal under this Section 1.2 shall be subject and subordinate to any renewal or expansion rights granted in any such lease of the First Refusal Space to a third party (an "Interim Lease"). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right Right of availabilityFirst Refusal, if at all, with respect to all of the space First Refusal Space as offered by Landlord to Tenant at any particular timeLandlord, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Zeltiq Aesthetics Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s ▇▇▇▇▇▇'s right of availability first refusal with respect to the space Refusal Space described in an Availability the Refusal Notice, then within fifteen seven (157) business days of delivery of such Availability the Refusal Notice to Tenant, Tenant shall deliver written notice to Landlord (the "Refusal Exercise Notice") of Tenant’s intention to 's irrevocable exercise of its right of availability first refusal with respect to all of the entire space Refusal Space described in such Availability Notice, the Refusal Notice at the rent, for the term, and upon the other fundamental material economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth conditions contained in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise such Refusal Notice”). If Tenant does not so notify deliver the Refusal Exercise Notice to Landlord within the fifteen such seven (157) business day period, then subject to the terms of Section 1.4.4, belowthen, Landlord shall be free to negotiate and enter into a lease or lease amendment for the space described in such Availability Notice Refusal Space subject to the bona-fide third-party offer with anyone to whom Landlord desires and on any terms Landlord desires. Notwithstanding anything to the contrary contained hereindesires and Tenant shall no longer have a right of first refusal for such Refusal Space; provided, Tenant must elect however, that if Landlord, within one hundred eighty (180) days after Tenant's failure to exercise its ▇▇▇▇▇▇'s right of availabilityfirst refusal, intends to enter into a lease upon Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those Economic Terms proposed by Landlord in the Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease the Refusal Space on such more favorable Economic Terms (such more favorable terms in the Second Chance Notice are referred to herein as the "Second Chance Economic Terms"). The term "Economic Terms" means: (a) the rental rate; (b) the amount of any improvement allowance or the value of any work to be performed by Landlord in connection with the lease of such space (which amount is a deduction from the cost to Tenant or such other party); (c) the amount of free rent or abated rent; and (d) any other monetary concessions. For purposes hereof, Second Chance Economic Terms shall be materially more favorable to a third party if at all, with respect to such Second Chance Economic Terms reflect a net effective rental rate (taking into account all Economic Terms) less than ninety percent (90%) of the space offered net effective rental rate for such Refusal Space as the Economic Terms initially proposed by Landlord in the Refusal Notice. Tenant's failure to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect the Refusal Space upon such Second Chance Economic Terms by written notice to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice Landlord within fifteen five (155) business days after ▇▇▇▇▇▇'s receipt of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Second Chance Notice until the space again becomes available (i.e., until such time as from Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout deemed to constitute Tenant's election not to lease such space upon such Second Chance Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms Landlord desires at the Term and any extension thereofSecond Chance Economic Terms.
Appears in 1 contract
Sources: Lease (Kura Oncology, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first refusal with respect to the space First Refusal Space described in an Availability the First Refusal Notice, then within fifteen ten (1510) business days of delivery of such Availability the First Refusal Notice to TenantTenant (the "Election Period"), Tenant shall deliver notice to Landlord written notice (an "Election Notice") of Tenant’s intention to 's exercise of its right of availability first refusal with respect to all of the entire space First Refusal Space described in such Availability Notice, the First Refusal Notice at the rent, for (i) the term which shall commence as identified in the First Refusal Notice and which shall expire, subject to renewal of the entire Premises pursuant to Section 2.2, below, on the later of (a) the date of expiration of the initial Lease Term, as the same may be extended (i.e., on a coterminous basis), or (b) the last day in the month upon which the fifth (5th) anniversary of the commencement date for the payment of Base Rent with regard to such First Refusal Space occurs (i.e., for a minimum of a five (5)-year term), and (ii) upon the other fundamental economic terms and conditionsconditions contained in such First Refusal Notice, including, but not limited to, to rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within such Election Period of Tenant's exercise of its first refusal right, or Tenant affirmatively elects not to exercise such first refusal right (either of the fifteen (15) business day periodforegoing being referred to herein as a "First Refusal Rejection"), then subject to the terms of Section 1.4.4, below, Landlord shall be free to negotiate and enter into a lease for the space described in such Availability Notice First Refusal Space within one hundred twenty (120) days thereafter to anyone to whom Landlord it desires on any terms Landlord it desires. Notwithstanding anything ; provided, however, to the contrary contained hereinextent such third party lease of First Refusal Space would be on "Economic Terms," as that term is defined hereinbelow, which on a per rentable square foot basis are (in the aggregate) less than ninety-two percent (92%) of the Economic Terms (in the aggregate and determined on a net effective basis which is substantially the same as the determination of the Market Rent as provided on Exhibit H) on a per rentable square foot basis offered to Tenant must elect in the applicable First Refusal Notice, then Landlord shall deliver another First Refusal Notice (the "Additional Notice") to Tenant offering such more favorable terms to Tenant (provided that such terms and conditions shall be adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party). If Tenant thereafter wishes to exercise its right of availability, if at all, first refusal with respect to all of the space offered by Additional Notice, Tenant shall deliver the Election Notice to Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen ten (1510) business days of delivery thereof, then subject of such Additional Notice to Tenant (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Refusal Space which does not require Landlord to deliver another Additional Notice to Tenant pursuant to the terms hereof or Tenant timely exercises such right of first refusal, as applicable). The term "Economic Terms" for purposes of this Section 1.41.3.2 shall mean only the annual base rent, including Section 1.4.4tenant improvement allowance, if any, moving allowance, if any, free or discounted parking, if any, and abated base rent, if any., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right 's Right of availability First Offer with respect to the space described in an Availability the First Offer Notice, then within fifteen seven (157) business days of delivery of such Availability the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant’s intention 's election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord deliver Tenant's First Offer Exercise Notice within the fifteen seven (157) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to enter into a lease ("Third Party Lease") for the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything ; provided, however, if the First Offer Commencement Date is not anticipated to commence during the first twelve (12) full calendar months of the Lease Term, then during the 180-day period following the initial delivery of the First Offer Notice to Tenant, the Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than five percent (5%) more favorable to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of tenant than the space Economic Terms offered by Landlord to Tenant at any particular time(as determined using a "Net Equivalent Lease Rate", as defined in Exhibit F attached hereto), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party) (the "New Offer Terms") to Tenant by written notice (the "Additional Notice") setting forth the New Offer Terms, and Tenant may not elect shall have five (5) business days from Tenant's receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease only a portion thereof. If Tenant does not exercise its right of availability or lease amendment with respect to any space described in an Availability such First Offer Space which does not require Landlord to deliver another Additional Notice or if to Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject pursuant to the terms of this Section 1.4paragraph or Tenant exercises such Right of First Offer, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated earlyapplicable). The rights in this Section 1.4 If Landlord does not lease the First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall also provide Tenant with an Additional Notice prior entering into a Third Party Lease. Landlord shall not be continuous throughout obligated to deliver an Additional Notice, and may enter into a Third Party Lease on any terms Landlord desires, at any time, if First Offer Notice offered to lease the Term and any extension thereofFirst Offer Space to Tenant on the Stipulated Economic Terms.
Appears in 1 contract
Sources: Office Lease (8x8 Inc /De/)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first offer with respect to the space described in an Availability a First Offer Notice, then within fifteen ten (1510) business days of delivery of such Availability First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant’s 's intention to exercise its right of availability first offer with respect to the entire space described in such Availability NoticeFirst Offer Notice on the TCCs contained therein; provided, at however, Tenant may exercise its right of first offer as set forth herein but object to the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, First Offer Rent set forth in Sections 1.4.3the First Offer Notice, 1.4.5 in which case the First Offer Rent shall be determined pursuant to Section 2.2.4, below as if (i) the term "Option Term" was "First Offer Term" (as defined below), (ii) the term "Option Rent" was "First Offer Rent" (as defined below), (iii) the term "Landlord's Response Notice" was "First Offer Notice", and 1.4.6 below and for a term that is coterminous with (iv) the Term (an “Exercise Notice”). terms "Premises" or "Phase of the Premise" was "First Offer Space." If Tenant does not so notify Landlord within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires, except (A) if Landlord fails to enter into a lease of the applicable First Offer Space (or portion thereof) set forth in the First Offer Notice within twelve (12) months after delivery of the applicable First Offer Notice to Tenant or (B) if Landlord proposes to lease less or more than the First Offer Space set forth in the applicable First Offer Notice (for example, if Landlord proposes to lease five (5) floors of the First Offer Space in the First Offer Notice, but Landlord later desires to lease only two (2) floors of the First Offer Space), then Landlord shall send a new First Offer Notice to Tenant for the First Offer Space (or applicable portion thereof) and Tenant shall have the same rights with respect to such new First Offer Notice as with respect to the initial First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Salesforce Com Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice. If concurrently with Tenant’s exercise of the first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of fifteen (an “Exercise Notice”)15) business days after Tenant’s exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant’s exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the ten (10) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord’s determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant’s right of first offer shall terminate as to the First Offer Space described in the First Office Notice; provided that, If Landlord desires to lease the same First Offer Space to any third party but increase or decrease the size of such First Offer Space by more than twenty percent (20%), Landlord shall be required to give Tenant another First Offer Notice with respect to such increased or decreased First Offer Space and Tenant’s rights in connection therewith shall renew under this Section 1.6, except that the ten (10) and fifteen (15) business day periods set forth above shall be reduced to five (5) and ten (10) business days, respectively. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Health Net Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant’s intention 's election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord within the fifteen such ten (1510) business day period, then subject to the terms of Section 1.4.4hereof, below, then Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires for a period of nine (9) months (the "Nine Month Period") commencing on the first day following the expiration of such ten (10) business day period; provided if Landlord has not entered into a lease with an independent third party for the space described in the First Offer Notice within such Nine Month Period (provided that Landlord's execution of a letter intent or other written documentation with a third party for such space during the Nine Month Period shall satisfy the foregoing requirement so long as a binding lease agreement is subsequently mutually executed within sixty (60) days after the expiration of the Nine Month Period), such space shall again become First Offer Space subject to Tenant’s ongoing right of first offer. Notwithstanding the foregoing, if Landlord desires to enter into such a lease or lease amendment with a third party (including during the Nine Month Period) on fundamental material economic terms and conditions that are more than ten percent (10%) in the aggregate more favorable to the third party tenant than such fundamental material economic terms and conditions set forth in the First Offer Notice provided to Tenant (provided that such terms and conditions shall be adjusted for purposes of such comparison to account for the difference, if any, in the coterminous lease term offered to Tenant and the lease term offered to such third party), then Landlord shall deliver another First Offer Notice to Tenant containing such more favorable terms and conditions (provided that such terms and conditions shall be adjusted to account for the difference, if any, in the coterminous lease term offered to Tenant and the lease term offered to such third party). If Tenant thereafter wishes to exercise its right of first offer with respect to a subsequent First Offer Notice, Tenant shall deliver the applicable First Offer Exercise Notice to Landlord within five (5) business days of delivery of such subsequent First Offer Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space which does not require Landlord to deliver another First Offer Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such right of first offer, as applicable). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen seven (157) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of fifteen (an “Exercise Notice”)15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the fifteen seven (157) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Ticketmaster)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability with respect to the space described in an Availability Notice's First Offer Right, then within fifteen five (155) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant’s intention to 's exercise of its right of availability First Offer Right with respect to the entire space described in such Availability Notice, at the rent, for the termFirst Offer Space, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms shall be as set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise First Offer Notice”). If Tenant does not so notify Landlord unconditionally exercise its right of first offer within the fifteen five (155) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Offer Notice; provided, however, that if Landlord intends to enter into a lease upon Economic Terms which are more than ten percent (10%) more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Offer Notice (blending all concessions on a straight-line basis over the applicable lease terms), Landlord shall first deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease the First Offer Space on such more favorable Economic Terms. Tenant's failure to elect to lease the First Offer Space upon such more favorable Economic Terms by written notice to Landlord within three (3) business days after Tenant's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant's election not to lease such space upon such more favorable Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 6.2 above, Tenant shall have no further right to lease such First Offer Space. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease (Taylor Capital Group Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s its right of availability first offer with respect to the space described in an Availability NoticeFirst Offer Space, then within fifteen three (153) business days of delivery of such Availability First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant’s 's intention to exercise its right of availability first offer with respect to the entire space described in such Availability Notice, at the rent, for the term, and First Offer Space upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, conditions set forth in Sections 1.4.3Section 1.4.1.2.1 or 1.4.1.2.2, 1.4.5 below, as applicable. If Tenant timely exercises its right of first offer as set forth herein, Landlord and 1.4.6 below Tenant shall, within five (5) business days after Landlord's receipt of Tenant's notice, meet and for a term that is coterminous with discuss the Term lease of the First Offer Space from Landlord to Tenant (an “Exercise Notice”the "First Offer Meeting"). If Landlord and Tenant does do not so notify Landlord reach agreement as to the material economic terms of the lease of such First Offer Space within the fifteen five (155) business day perioddays after the First Offer Meeting, then subject Landlord, in its sole and absolute discretion, shall have the right to the terms of Section 1.4.4, below, Landlord shall be free terminate negotiations with Tenant and to lease the space described in such Availability Notice First Offer Space to anyone to whom Landlord desires on any terms which Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timeFirst Offer Space, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability first offer with respect to any space described in an Availability Notice the First Offer Space or if Tenant fails to respond to an Availability a First Offer Notice within fifteen three (153) business days of delivery receipt thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s 's right of availability first offer as set forth in this Section 1.4 shall terminate terminate.
1.4.1.2.1 Notwithstanding any provision to the contrary contained herein, to the extent the First Offer Exercise Notice is delivered by Tenant on or before the Lease Commencement Date (pursuant to the procedure set forth in this Section 1.4.1.2) (the "Lease Commencement Deadline"), Tenant shall lease the applicable First Offer Space on the same economic terms per rentable square foot as to all of is applicable to, and on a coterminous basis with, the space described in such Availability Notice until the space again becomes available Premises then leased by Tenant (i.e., until such time upon the economic terms set forth in this Lease except as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated earlyotherwise set forth below in this paragraph). The rights Accordingly, in the event Tenant exercises its right of first offer with respect to the First Offer Space, appropriate adjustments shall be made to the provisions of this Lease to expand the square footage of the Premises, expand the number of parking spaces available for Tenant's use, increase the amount of Base Rent due and owing under this Lease, increase the Security Deposit and Tenant's Share, and Tenant shall be entitled to an improvement allowance equal to Five and 00/100 Dollars ($5.00) per rentable square foot of the First Offer Space multiplied by a fraction, the numerator of which shall be the number of months in the term of Tenant's lease of the First Offer Space, and the denominator of which shall be sixty-four (64); provided, however, and notwithstanding any provision to the contrary contained herein, all other terms, covenants and conditions of this Lease shall remain unmodified as a result of the addition of such First Offer Space, and shall apply as if the First Offer Space had been part of the original Premises which Tenant agreed to lease upon the mutual execution and delivery of this Lease by Landlord and Tenant. Notwithstanding any term or provision to the contrary contained in this Lease, Landlord hereby agrees the First Offer Space is and shall remain "available for lease" up to the Lease Commencement Date.
1.4.1.2.2 To the extent the First Offer Exercise Notice is delivered by Tenant at any time following the Lease Commencement Deadline (pursuant to the procedure set forth in this Section 1.4 1.4.1.2), Tenant shall be continuous throughout lease the Term applicable First Offer Space at the rent and upon the other fundamental terms and conditions as determined during the First Offer Meeting, including, but not limited to any extension thereofrental concessions and/or improvement allowances.
Appears in 1 contract
Sources: Lease (Cytori Therapeutics, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant▇▇▇▇▇▇’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen five (155) business days of after delivery of such Availability the First Offer Notice to TenantTenant (“Election Date”), Tenant shall deliver an unconditional, irrevocable notice to Landlord of Tenant’s intention to exercise of its right of availability first offer with respect to the entire space described in such Availability Notice, at the rent, for First Offer Notice and on the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)First Offer Economic Terms contained therein. If Tenant does not so notify Landlord exercise its right of first offer within the fifteen such five (155) business day periodtime period (on all of the First Offer Economic Terms), then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant’s right of first offer shall, notwithstanding anything in this Lease to the contrary, automatically terminate and this Section 1. 4 shall be deemed null and void and of no further force or effect; provided, however, that if Landlord, within thirty (30) days after such five (5) day period, intends to enter into a lease upon First Offer Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Offer Economic Terms proposed by Landlord in the First Offer Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Offer Space on such more favorable First Offer Economic Terms (such more favorable terms in the Second Chance Notice are referred to herein as the “Second Chance Economic Terms”). For purposes hereof, Second Chance Economic Terms shall be materially more favorable to a third party if such Second Chance Economic Terms reflect a net effective rental rate (including any rent abatement and tenant improvement costs/allowance and any other economic concessions) less than ninety percent (90%) of the net effective rental rate for such First Offer Space as the First Offer Economic Terms initially proposed by Landlord in the First Offer Notice. Tenant’s failure to elect to lease the First Offer Space upon such Second Chance Economic Terms by written notice to Landlord within three (3) business days after ▇▇▇▇▇▇’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such Second Chance Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms Landlord desires and Tenant shall have no further right to lease such First Offer Space set forth in the Second Chance Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space comprising the First Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect thereof or object to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofFirst Offer Economic Terms.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first offer with respect to the space described in an Availability a First Offer Notice, then within fifteen five (155) business days of delivery of such Availability First Offer Notice to Tenant, Tenant shall deliver written notice to Landlord of Tenant’s intention to exercise irrevocably exercising its right of availability first offer with respect to the entire space described in such Availability Notice, at First Offer Notice on the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth contained in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)such notice. If Tenant does not so notify Landlord within the fifteen (15) 5-business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires on "Economic Terms," as that term is defined below, no more favorable to such party than the most favorable Economic Terms offered to Tenant by Landlord for such space, provided that the Economic Terms offered by Landlord to such party may be as much as 10% more favorable to such party than the most favorable Economic Terms offered by Landlord to Tenant; provided further, however, if Landlord does not enter into a lease or leases pertaining to the entire First Offer Space identified by Landlord in such notice within twelve (12) months after the date Landlord first delivered such First Offer Notice to Tenant, then Tenant's rights under this Section 1.4 to receive a First Offer Notice shall again apply with respect to the unleased portion of such First Offer Space that is available. If Landlord wishes to offer the First Offer Space on Economic Terms which are more than 10% more favorable to such party than the most favorable Economic Terms offered by Landlord to Tenant, Landlord must first make such an offer to Tenant by written notice (the "Additional Notice") setting forth the new Economic Terms, and Tenant shall have three (3) business days from the Tenant's receipt the Additional Notice to accept the terms set forth in the Additional Notice. If Tenant does not timely accept the terms of the Additional Notice, Landlord shall be free to lease such First Offer Space to anyone whom it desires at the Economic Terms set forth in the Additional Notice; provided, however, if Landlord does not enter into a lease or leases pertaining to the entire First Offer Space identified by Landlord in such Additional Notice within twelve (12) months after the date Landlord first delivered such Additional Notice to Tenant, then Tenant's rights under this Section 1.4 to receive a First Offer Notice shall again apply with respect to the unleased portion of such First Offer Space that is available. The term "Economic Terms," as used in this Section 1.4, shall refer to the net, aggregated, cost to Tenant or another party, of the effect of the following terms for the First Offer Space: (i) the rental rate, (ii) the amount of the tenant improvement allowance or value of tenant work (which amount is a deduction from Tenant's or the other party's cost), and (iii) the amount of free rent (which amount is a deduction from Tenant's or the other party's cost). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen five (155) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to 's exercise its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of fifteen (an “Exercise Notice”)15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the fifteen five (155) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Offer Notice; provided, however, within one (1) month after said fifteen (15) day period, Landlord may not lease the First Offer Space to an entity on "substantially more favorable terms" (defined below) (the "Favorable Terms") than those that were offered to Tenant, unless Landlord first offers the same Favorable Terms to Tenant with respect to the First Offer Space, at which time Tenant shall have three (3) business days to accept such Favorable Terms (if Tenant does not timely notify Landlord of its acceptance of the Favorable Terms, then Tenant shall be deemed to have rejected the same). If Tenant rejects the Favorable Terms (or is deemed to have rejected the same), then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on the Favorable Terms (or on any less favorable terms) during such 1-month period (and thereafter, on any terms), and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Offer Notice. The term "substantially more favorable" set forth in the preceding sentence shall mean that the net effective rent offered to the prospective tenant is ninety percent (90%) or less of the "net effective rent" (defined below) set forth in the First Offer Notice. The term "net effective rent" shall mean the net rental amount to be paid to Landlord, taking into account any tenant improvement expenses or allowances to be incurred by Landlord and any other monetary concessions granted by Landlord. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Standard Office Lease (Alloy Inc)
Procedure for Acceptance. If Tenant ▇▇▇▇▇▇ wishes to exercise Tenant▇▇▇▇▇▇’s right of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen seven (157) business days of after delivery of such Availability the First Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention election to exercise its right of availability first refusal with respect to the entire space described in the First Refusal Notice on the terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord within the fifteen seven (157) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Refusal Notice to anyone the other tenant or any affiliate thereof on generally the same terms as contained in the First Refusal Notice, provided that, prior to whom entering into a lease of such space on material economic terms that are more than seven and one-half percent (7.5%) more favorable to the tenant than the Base Rent set forth in the First Refusal Notice, Landlord desires shall first deliver another First Refusal Notice to Tenant offering such space to Tenant on such reduced terms. Tenant shall respond to any terms Landlord desiressuch “re-offer” within five (5) business days after delivery of such “re-offer” notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst refusal, if at all, with respect to all of the space offered covered by Landlord to Tenant at any particular timethe First Refusal Notice, and Tenant may not elect to lease only a portion thereof. If The First Refusal Space shall be leased by Tenant does not exercise its right on all of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms and conditions of this Section 1.4, including Section 1.4.4., Tenant’s right of availability Lease except as set forth in the First Refusal Notice and this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof1.3.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first refusal with respect to the space First Refusal Space described in an Availability the First Refusal Notice, then within fifteen ten (1510) business days of delivery of such Availability the First Refusal Notice to TenantTenant (the "Election Period"), Tenant shall deliver notice to Landlord written notice (an "Election Notice") of Tenant’s intention to 's exercise of its right of availability first refusal with respect to all of the entire space First Refusal Space described in such Availability Notice, the First Refusal Notice at the rent, for the term, term and upon the other fundamental economic terms and conditionsconditions contained in such First Refusal Notice, including, but not limited to, to rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within such Election Period of Tenant's exercise of its first refusal right, or Tenant affirmatively elects not to exercise such first refusal right (either of the fifteen (15) business day periodforegoing being referred to herein as a "First Refusal Rejection"), then subject to the terms of Section 1.4.4, below, Landlord shall be free to negotiate and enter into a lease for the space described in such Availability Notice First Refusal Space to anyone to whom Landlord it desires on any terms Landlord it desires. Notwithstanding anything ; provided, however, to the contrary contained hereinextent such third party lease of First Refusal Space would be on “Economic Terms,” as that term is defined hereinbelow, which on a per rentable square foot basis are (in the aggregate) less than ninety-five percent (95%) of the Economic Terms (in the aggregate) on a per rentable square foot basis offered to Tenant must elect in the applicable First Refusal Notice, then Landlord shall deliver another First Refusal Notice (the "Additional Notice") to Tenant offering such more favorable terms to Tenant (provided that such terms and conditions shall be adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party). If Tenant thereafter wishes to exercise its right of availability, if at all, first refusal with respect to all of the space offered by Additional Notice, Tenant shall deliver the Election Notice to Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen ten (1510) business days of delivery thereof, then subject of such Additional Notice to Tenant (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Refusal Space which does not require Landlord to deliver another Additional Notice to Tenant pursuant to the terms hereof or Tenant timely exercises such right of first refusal, as applicable). The term “Economic Terms” for purposes of this Section 1.46.2 shall mean only the annual base rent, including Section 1.4.4tenant improvement allowance, if any, moving allowance, if any, free parking, if any, and abated base rent, if any., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right ------------------------ of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen (15) business days of after delivery of such Availability the First Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise its right of availability first refusal with respect to the entire space described in such Availability the First Refusal Notice. If concurrently with Tenant's exercise of the first refusal right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Refusal Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of twenty (an “Exercise Notice”)20) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Refusal Notice concurrently with Tenant's exercise of the first refusal right, the Economic Terms shall be as set forth in the First Refusal Notice. In addition, if Tenant does not exercise its right of first refusal within the fifteen (15) business day period, or, if Tenant exercises its first refusal right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said twenty (20) day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant's right of first refusal shall terminate as to the First Refusal Space described in the First Refusal Notice; provided, however, that if Landlord intends to enter into a lease upon Economic Terms which are more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Refusal Notice, Landlord shall first deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease the First Refusal Space on such more favorable Economic Terms. Tenant's failure to elect to lease the First Refusal Space upon such more favorable Economic Terms by written notice to Landlord within five (5) business days after Tenant's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant's election not to lease such space upon such more favorable Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Article 32 above, Tenant shall have no further right to lease such First Refusal Space. Notwithstanding anything to Initials:______ ______ the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Standard Office Lease (Newport Corp)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right ------------------------- of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen five (155) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but Tenant notifies Landlord that it does not limited to, rental concessions and improvement allowances, accept with Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of fifteen (an “Exercise Notice”)15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the fifteen five (155) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Office Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen seven (157) business days of after delivery of such Availability the First Offer Notice to TenantTenant (or within three (3) business days after delivery of a “Second Offer”, as defined below), Tenant shall deliver notice (the “First Offer Exercise Notice”) to Landlord of Tenant’s intention election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability notice; provided that in the event that the length of term in the First Offer Notice (the “Landlord Proposed Lease Term”) shall be longer than the “First Offer Term,” as that term is defined in Section 1.3.4, below, then (x) Tenant shall pay the initial Base Rent provided for in the First Offer Notice, at with the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, same annual percentage rate increases set forth in Sections 1.4.3the First Offer Notice for the remainder of the then Lease Term, 1.4.5 and 1.4.6 below (y) any “First Offer Free Rent” and for a “First Offer Allowances,” as those terms are defined, below, shall be proportionally reduced based upon the ratio of the number of months in the First Offer Term to the number of months in the Landlord Proposed First Offer Term. Subject to the foregoing, the First Offer Notice shall include the “Economic Terms,” as that term that is coterminous with defined, below, which will be applicable to the Term (an “Exercise Notice”)First Offer Space. If Tenant does not so notify Landlord within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires, provided that, subject to the terms of this Section 3, prior to leasing such space to any third party on Economic Terms (calculated on a “Net Equivalent Lease Rate” basis pursuant to Sections 5.1 through 5.5 of Exhibit G to the Lease), more favorable than those set forth in the corresponding First Offer Notice and prior to any election by Landlord to lease materially less than all of the First Offer Space previously offered to Tenant, Landlord shall first again offer such First Offer Space to Tenant on such more favorable Economic Terms and/or for such reduced space (the “Second Offer”). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right For purposes hereof, the “Economic Terms” shall be the following items: (i) the rentable square footage of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen the applicable space, (15ii) business days of delivery thereofthe lease commencement date, then subject to the terms of this Section 1.4(iii) base rent, including Section 1.4.4escalations, and free rent (“First Offer Free Rent”), (iv) monetary concessions (e.g., free rent, improvement allowances) (collectively, “First Offer Allowance”), and (v) any rent stop or base year protections., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen five (155) business days of following delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice (the “First Offer Exercise Notice”) to Landlord of Tenant’s intention election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord within the fifteen five (155) business day periodperiod set forth above, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires desires; provided, however, if Landlord offers to lease the applicable First Offer Space (or any portion thereof) to a third party upon Economic Terms which, calculated on any a “Net Equivalent Lease Rate” basis pursuant to the process set forth in Exhibit G, attached hereto, are (in the aggregate) equal to or less than ninety-five percent (95%) of the Net Equivalent Lease Rate of the Economic Term set forth in Landlord’s final offer to Tenant for such First Offer Space, then Landlord shall again offer such First Offer Space to Tenant on the Economic Terms offered to such third-party tenant by delivering another First Offer Notice to Tenant, which shall be subject to all of the terms and conditions of this Section 1.4.2. For purposes hereof, the “Economic Terms” shall mean the following items: (i) base rent and free rent, including escalations thereto, expressed as a dollar amount per rentable square foot, (ii) operating expense and tax protection such as a base year or expense stop, and (iii) all other monetary concessions (e.g., free rent, improvement allowances); provided that Landlord desiresand Tenant acknowledge that the lease term offered to such third party tenant may be different than the lease term of the First Offer Space for Tenant as set forth in Section 1.11.6, below. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space First Offer Space offered by Landlord to Tenant at any particular timeTenant, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease (Inhibrx, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first offer with respect to the space described in an Availability Noticeapplicable First Offer Space, then within fifteen ten (1510) business days of delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise its right of availability first offer with respect to the entire space described in such Availability Notice, at applicable First Offer Space on the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term First Offer Notice (an the “Exercise Acceptance Notice”). If Tenant does not so notify Landlord elect to exercise its right to lease the applicable First Offer Space within the fifteen such ten (1510) business day periodperiod (the “Exercise Period”), then subject Landlord may lease the First Offer Space to any third party on terms that are not Substantially More Favorable Terms (as defined below), provided, however, if Landlord does not execute a binding lease document (on terms that are not Substantially More Favorable Terms) within one hundred eighty (180) days from expiration of the terms of Section 1.4.4Exercise Period, below, then Landlord shall be free must deliver a new First Offer Notice to Tenant prior to entering into a lease agreement with respect to the space described in original First Offer Notice and the procedures set forth in this Section 12.3 shall apply to such Availability new First Offer Notice. “Substantially More Favorable Terms” shall mean that the average “net effective rent” (defined below) offered to the potential tenant is less than ninety-five percent (95%) of the average net effective rent set forth in the First Offer Notice. The term “net effective rent” shall mean the net rental amount to be paid to Landlord, taking into account any tenant improvement expenses and allowances to be incurred by Landlord and any free rent or other monetary concessions granted by Landlord (amortized on a straight-line basis over the life of the lease term proposed under the First Offer Notice or the terms to anyone to whom Landlord desires on any terms Landlord desiresthe potential tenant, as applicable). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timeapplicable First Offer Space, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Ziprecruiter, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of after delivery of such Availability the First Offer Notice to Tenant (“Tenant’s Outside Exercise Date”), Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant’s intention to exercise of its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice, at and the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms shall be as set forth in Sections 1.4.3the First Offer Notice or, 1.4.5 if and 1.4.6 below and only if Tenant so elects in such notice to Landlord, the Economic Terms shall be the Market Rent for a term that is coterminous the First Offer Space as of the commencement date for the leasing of the space described in the First Offer Notice (in which case Market Rent shall be determined in accordance with the Term (an “Exercise Notice”Section 31(d) above as if Tenant’s exercise notice were Tenant’s Acceptance under Article 31). If Tenant does not so notify Landlord within the fifteen (15) business day periodunconditionally exercise its right of first offer by Tenant’s Outside Exercise Date, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant’s right of first offer shall terminate as to the First Offer Space described in the First Offer Notice until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease; provided, however, that if Landlord intends to enter into a lease upon Economic Terms which are more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Offer Notice, or for materially more or less space than that described in the First Offer Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Offer Space on such more favorable Economic Terms (or as to such revised space). Tenant’s failure to elect to lease the First Offer Space upon such more favorable Economic Terms (or as to such revised space) by written notice to Landlord within four (4) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(b) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease (subject to the penultimate sentence of the first paragraph of this Article 32 above). Furthermore, if Landlord does not enter into a lease for such space within nine (9) months following Tenant’s Outside Exercise Date, then Landlord shall deliver a new First Offer Notice to Tenant and Tenant’s right of first offer shall again apply to such space. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Standard Office Lease (Move Inc)
Procedure for Acceptance. If Tenant Lessee wishes to exercise Tenant’s Lessee's right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen two (152) business days of after delivery of such Availability the First Offer Notice to TenantLessee, Tenant Lessee shall deliver notice to Landlord Lessor of Tenant’s intention Lessee's exercise of its right of first offer with respect to the space described in and on the terms set forth in the First Offer Notice. If Lessee does not exercise its right of availability with respect to the entire space described in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord first offer within the fifteen two (152) business day period, then subject to the terms of Section 1.4.4, below, Landlord Lessor shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires Lessor desires, on any terms Landlord which are not substantially more favorable to said prospective tenant than the Economic Terms set forth in the First Offer Notice and if Lessor enters into such a lease with said prospective tenant, Lessee's right of first offer shall terminate as to the First Offer Space described in the First Offer Notice, except as provided in (iv) below. The term "substantially more favorable" shall mean that the net effective rent offered to the prospective tenant is ninety-five percent (95%) or less of the net effective rent set forth in the First Offer Notice. The term "net effective rent" shall mean the net rental amount to be paid to Lessor, taking into account any tenant improvement expenses or allowances to be incurred by Lessor and any other monetary concessions granted by Lessor. If Lessor desires to enter into a lease with a prospective tenant and the Economic Terms being offered to such tenant are ninety-five percent (95%) or less of the net effective rent which were offered to Lessee, Lessor shall provide Lessee with written notice of the new Economic Terms upon which Lessor proposes to lease the First Offer Space to the prospective tenant ("Revised First Offer Notice") and Lessee shall deliver notice to Lessor of Lessee's exercise of its right of first offer with respect to the entire space described in and on the terms set forth in the Revised First Offer Notice within two (2) business days after delivery of the Revised First Offer Notice to Lessee. If Lessee does not timely exercise its right of first offer within such two (2) business day period, then Lessor shall be free to lease the space described in the Revised First Offer Notice to anyone whom Lessor desires. Notwithstanding anything to the contrary contained herein, Tenant Lessee must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord Lessor to Tenant Lessee at any particular time, and Tenant Lessee may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Standard Industrial/Commercial Multi Tenant Lease (uWink, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the Fifteenth Floor First Offer Notice, then within fifteen ten (1510) business days of after delivery of such Availability the Fifteenth Floor First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability first offer with respect to the entire space described in such Availability the Fifteenth Floor First Offer Notice. If concurrently with Tenant’s exercise of the first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Fifteenth Floor Economic Terras set forth in Sections 1.4.3the Fifteenth Floor First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of fifteen (an “Exercise Notice”)15) business days after Tenant’s exercise, negotiate in good faith to reach agreement as to such Fifteenth Floor Economic Terms. If Tenant does not so notify Landlord that it does not accept the Fifteenth Floor Economic Terms set forth in the Fifteenth Floor First Offer Notice concurrently with Tenant’s exercise of the first offer right, the Fifteenth Floor Economic Terms shall be as set forth in the Fifteenth Floor First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the ten (10) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord’s determination of the Fifteenth Floor Economic Terms and if Landlord and Tenant are unable to reach agreement on such Fifteenth Floor Economic Terms within said fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the Fifteenth Floor First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided that, if Landlord desires to lease the same Fifteenth Floor First Offer Space to any third party but increase or decrease the size of such Fifteenth Floor First Offer Space by more than ten percent (10%) or decrease the effective rent previously offered to Tenant by more than five percent (5%) (blending all concessions over the relevant term), Landlord shall be required to give Tenant another Fifteenth Floor First Offer Notice with respect to such increased or decreased Fifteenth Floor First Offer Space or such reduced rent and Tenant’s rights in connection therewith shall renew under this Section 7, except that the ten (10) and fifteen (15) business day periods set forth above shall be reduced to five (5) and ten (10) business days, respectively. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Health Net Inc)
Procedure for Acceptance. If Tenant wishes to exercise TenantT▇▇▇▇▇’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires (any such lease to a third-party, an “Intervening Lease”). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Notwithstanding the foregoing, (i) if Landlord has not entered into an Intervening Lease with a third party within nine (9) months following the delivery by Landlord to Tenant does of the First Offer Notice, then, so long as Landlord is not exercise its engaged in good faith negotiations with a third party to lease all or a portion of such First Offer Space, the right of availability first offer granted to Tenant in this Section 9 shall once again be invoked and (ii) in the event that within the nine (9) months following the delivery by Landlord to Tenant of the First Offer Notice, Landlord markets or offers the First Offer Space to third parties on terms materially less favorable to Landlord than those set forth in the First Offer Notice (it being understood and agreed that “materially less favorable” shall mean that the net present value of the material economic terms of the modified transaction is at least ten percent (10%) less than the net present value of the material economic terms set forth in the First Offer Notice), L▇▇▇▇▇▇▇ agrees that T▇▇▇▇▇’s rights under this Section 9 with respect to any space described in an Availability such First Offer Space shall be reinstated and Landlord shall provide Tenant with a First Offer Notice or if Tenant fails if, as, and to respond to an Availability Notice within fifteen (15) business days of delivery thereofthe extent, then subject to required under the terms of this Section 1.4, including Section 1.4.49., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease (Revolution Medicines, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s its right of availability first offer with respect to the space described in an Availability a First Offer Notice, then within fifteen seven (157) business days of delivery of such Availability First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of irrevocably exercising Tenant’s intention to exercise its right of availability first offer with respect to the entire space described in such Availability Notice, at First Offer Notice and either (i) accepting the rent, for the term, First Offer Rent and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term First Offer Notice (an the “Exercise NoticeOther Economic Terms”), in which case Tenant’s lease of the First Offer Space shall be at the First Offer Rent and Other Economic Terms, or (ii) rejecting the First Offer Rent and Other Economic Terms, in which case the First Offer Rent and other economic terms applicable to Tenant’s lease of the First Offer Space shall be determined pursuant to arbitration as set forth in Section 2.2.4 of this Lease, below. If Tenant does not so notify delivers notice to Landlord within the fifteen (15) business day period, then subject irrevocably exercising Tenant’s right of first offer with respect to the terms of Section 1.4.4, below, Landlord shall be free to lease the entire space described in such Availability First Offer Notice but fails to anyone accept or reject the First Offer Rent and Other Economic Terms, then Tenant shall be deemed to whom Landlord desires on any terms Landlord desireshave accepted the First Offer Rent and Other Economic Terms. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability first offer with respect to any space described in an Availability a First Offer Notice or if Tenant fails to respond to an Availability a First Offer Notice within fifteen seven (157) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability first offer as set forth in this Section 1.4 1.3 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofFirst Offer Notice.
Appears in 1 contract
Sources: Office Lease (Ixia)
Procedure for Acceptance. If Tenant wishes to exercise On or before the date which is seven (7) days after Tenant’s right 's receipt of availability with respect to the space described in an Availability Notice, then within fifteen Landlord's First Offer Notice (15) business days of delivery of such Availability Notice to Tenantthe "ROFO Election Date"), Tenant shall deliver written notice to Landlord of Tenant’s intention (the "ROFO Election Notice") pursuant to exercise its which Tenant shall have the right of availability with respect to elect either to: (i) lease the entire space described in such Availability Notice, at the rent, for the term, and First Offer Space upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term First Offer Notice; or (an “Exercise Notice”)ii) not lease the First Offer Space. If Tenant does not so notify Landlord within deliver the fifteen ROFO Election Notice electing one of the options in clauses (15i) business day periodor (ii) hereinabove by the ROFO Election Date, then subject to the terms of Section 1.4.4, below, Landlord Tenant shall be free deemed to have elected not to lease the space described First Offer Space. If Tenant elects or is deemed to have elected not to lease the First Offer Space, then Tenant's right of first offer set forth in such Availability Notice this Section 8 shall terminate and Landlord shall thereafter have the right to lease all or any portion of the First Offer Space to anyone to whom Landlord desires on any terms Landlord desires. If Tenant timely and properly delivers the ROFO Election Notice to Landlord electing to lease the First Offer Space upon the terms set forth in such First Offer Notice, then (A) concurrently with Tenant's delivery of the ROFO Election Notice, Tenant shall deliver to Landlord cash in an amount equal to the Base Rent payable by Tenant for the First Offer Space for the first (1st) month of the First Offer Term (the "ROFO Pre-Paid Rent"), which ROFO Pre-Paid Rent shall be credited against the Base Rent payable by Tenant for the First Offer Space for the first (1st) month of the First Offer Term, and (B) Landlord and Tenant shall promptly execute an amendment to the Lease, as amended hereby, covering the First Offer Space and the lease terms thereof. Notwithstanding anything in this Section 8 to the contrary contained hereincontrary, Tenant must elect to exercise its right of availability, if at all, first offer herein with respect to all of the space offered by Landlord to Tenant at any particular time, entire First Offer Space and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease Agreement (Emmaus Life Sciences, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability with respect to the space described in an Availability Noticefirst offer, then within fifteen ten (1510) business days of delivery of such Availability the First Offer Notice to Tenant (“Tenant’s Exercise Period”), Tenant shall deliver notice to Landlord (the “First Offer Exercise Notice”) of Tenant’s intention election to exercise its right of availability first offer with respect to the entire space described First Offer Space on the terms contained in such Availability the First Offer Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within the fifteen such ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability Notice First Offer Space to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding the foregoing, if (i) Tenant was entitled to exercise its right of first offer pursuant to this Section 1.2, but did not accept Landlord’s offer set forth in Landlord’s First Offer Notice, and (ii) within a six (6) months period following Landlord’s delivery of the First Offer Notice to Tenant, Landlord proposes to lease the First Offer Space to any potential third party tenant other than a Superior Right Holder on Economic Terms less than ninety percent (90%) as favorable to Landlord as the Economic Terms offered in such First Offer Notice to Tenant (as determined using a Net Equivalent Lease Rate, as defined in Exhibit H attached hereto), then so long as Tenant’s right of first offer has not otherwise terminated pursuant to Section 1.2.6, Landlord may not lease the First Offer Space to such third party tenant (other than a Superior Right Holder) without first providing Tenant with a new First Offer Notice on such reduced Economic Terms. If Landlord provides such a new First Offer Notice to Tenant, Tenant’s Exercise Period (as defined in Section 1.2.2 below) with respect to such new First Offer Notice shall be amended to be a period of five (5) days. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timeTenant, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Sublease Agreement (Amplitude, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s its right of availability first offer with respect to the space described in an Availability a First Offer Notice, then within fifteen ten (1510) business days of delivery of such Availability First Offer Notice to TenantTenant (“Offer Exercise Period”), Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability first offer with respect to the entire space described in such Availability First Offer Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, . If Tenant timely exercises its right of first offer as set forth herein, Landlord and Tenant shall, within five (5) business days after Landlord’s receipt of Tenant’s notice, meet and discuss the lease of the space described in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with such First Offer Notice from Landlord to Tenant (the Term (an “Exercise NoticeFirst Offer Meeting”). If Landlord and Tenant does do not so notify Landlord reach agreement as to the material economic terms of the lease of such space within the fifteen five (155) business day perioddays after the First Offer Meeting (the “First Offer Negotiation Period”), then subject Tenant shall have the right to the terms of Section 1.4.4, below, Landlord shall be free irrevocably exercise its option to lease the space described in the First Offer Notice but have the material economic terms of the lease of such Availability space determined pursuant to the terms of Section 2.2.3 of this Lease, below, by delivering written notice of such exercise (the “Irrevocable Exercise Notice”) to Landlord prior to the expiration of the First Offer Negotiation Period. If -5- HCP, INC. Sorrento Gateway[Sorrento Therapeutics, Inc.] Landlord and Tenant do not reach agreement as to the material economic terms of the lease of such space prior to the expiration of the First Offer Negotiation Period and Tenant fails to timely deliver an Irrevocable Exercise Notice, then Tenant will not be required to lease the First Offer Space and Landlord, in its sole and absolute discretion, shall have the right to terminate negotiations with Tenant and to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms which Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability first offer with respect to any space described in an Availability a First Offer Notice or if Tenant fails to respond to an Availability a First Offer Notice within fifteen (15) business days prior to the expiration of delivery thereofthe Offer Exercise Period, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability first offer as set forth in this Section 1.4 1.3 shall terminate as to all of the space described set forth in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofFirst Offer Notice.
Appears in 1 contract
Sources: Lease (Sorrento Therapeutics, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first refusal with respect to the space First Refusal Space described in an Availability the First Refusal Notice, then within fifteen ten (1510) business days of delivery of such Availability the First Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise of its right of availability first refusal with respect to all of the entire space First Refusal Space described in such Availability Notice, at the rent, for the term, and First Refusal Notice upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions conditions contained in such First Refusal Notice and improvement allowances, set forth otherwise contained in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)this Lease. If Tenant does not so notify Landlord within the fifteen such ten (1510) business day periodperiod of Tenant’s exercise of its first refusal right, then subject to the terms of Section 1.4.4, below, Landlord shall be free to negotiate and enter into a lease for the space described in such Availability Notice First Refusal Space to anyone to whom Landlord it desires on any materially the same net-effective economic terms and the same fundamental non-economic terms set forth in the First Refusal Notice. In the event Landlord desires. Notwithstanding anything wishes to proceed with a lease to a third-party where the net-effective economic terms are not materially the same as those set forth in the First Refusal Notice or the fundamental non-economic terms are different from those set forth in the First Refusal Notice, Tenant’s rights to such First Refusal Space under this Section 1.4 shall renew, in which case the provisions of this Section 1.4 shall again be effective and Landlord shall again offer such First Refusal Space to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject pursuant to the terms hereof (and Tenant shall again have ten (10) days within which to respond). In the event Landlord does not lease such First Refusal Space pursuant to the foregoing sentence within a period of one hundred eighty (180) days commencing upon the expiration of the ten (10) day period, after which time, Tenant’s rights to such space under this Section 1.4 shall renew. Notwithstanding any provision contained in this Section 1.4, including Section 1.4.4.Tenant’s ongoing right of first refusal shall be subordinate to (x) Landlord’s right to occupy and use the First Refusal Space itself (or via any of its affiliates) (in its sole and absolute discretion), and (y) the rights of that certain current third-party tenant (the “Current Third-Party Tenant”) (and all affiliates thereof) with whom Landlord is presently negotiating a lease with respect to that certain space consisting of approximately 5,542 rentable square feet of space on the fifth (5th) floor of the Building commonly known as Suite 525 (“Suite 525”); provided, however, as of the date of this Lease, there are no additional superior right holders with respect to the First Refusal Space. If Landlord enters into (i) any lease of First Refusal Space (“Third Party Lease”) to any third party (“Third Party Tenant”) in accordance with the foregoing (i.e., after Tenant has been deemed not to have elected to exercise its rights pursuant to the terms hereof), or (ii) a lease of Suite 525 with the Current Third-Party Tenant (“Current TPT Lease”), Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in under this Section 1.4 shall be continuous throughout subordinate only to the Term rights of the Third Party Tenant under the Third Party Lease or the rights of the Current Third-Party Tenant under the Current TPT Lease (as the case may be) with respect to the space leased and encumbered pursuant to the provisions of the Third Party Lease or the Current TPT Lease (as the case may be) and all extensions and renewals of the Third Party Lease, but not any extension thereofor renewal of the Current TPT Lease. Notwithstanding the foregoing, (a) Landlord shall not enter into any Third Party Lease with respect to the Must-Take Space for a term that extends beyond September 1, 2013 or which includes any terms and conditions which would cause the Must-Take Commencement Date to extend beyond December 1, 2013 or otherwise impair Tenant’s right, and Landlord’s obligation, to lease the Must-Take Space in accordance with Section 1.3 of this Lease; and (b) the term of the Current TPT Lease shall not extend beyond January 31, 2016, nor shall the Current Third-Party Tenant have any right to renew or extend the Current TPT Lease that is superior to Tenant’s rights hereunder with respect to Suite 525.
Appears in 1 contract
Sources: Office Lease (Santarus Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen (15) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant’s intention to exercise of its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice, at and the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms shall be as set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise First Offer Notice”). If Tenant does not so notify Landlord unconditionally exercise its right of first offer within the fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant’s right of first offer shall terminate as to the First Offer Space described in the First Offer Notice; provided, however, that (1) if Landlord has not leased the First Offer Space described in the First Offer Notice within nine (9) months after the date of the First Offer Notice, then Landlord shall again offer such First Offer Space to Tenant prior to leasing such space to a third (3rd) party tenant pursuant to the procedure set forth in this Article 32, and (2) if Landlord intends to enter into a lease upon Economic Terms which are equal to or more than five percent (5%) more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Offer Notice (blending all concessions on a straight-line basis over the applicable lease terms), Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Offer Space on such more favorable Economic Terms. Tenant’s failure to elect to lease the First Offer Space upon such more favorable Economic Terms by written notice to Landlord within ten (10) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(a) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such lease, in which event the rights set forth herein shall again apply. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease Agreement (Oncorus, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability NoticeFirst Offer Space, then within fifteen ten (1510) business days of delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability first offer with respect to the entire space described in such Availability Notice, at First Offer Space on the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term First Offer Notice (an the “Exercise Acceptance Notice”). If Tenant does not so notify Landlord elect to exercise its right to lease the First Offer Space within the fifteen such ten (1510) business day periodperiod (the “Exercise Period”), then subject Landlord may lease the First Offer Space to any third party on terms that are not Substantially More Favorable Terms (as defined below), provided, however, if Landlord does not execute a binding lease document (on terms that are not Substantially More Favorable Terms) within one hundred eighty (180) days from expiration of the terms of Section 1.4.4Exercise Period, below, then Landlord shall be free must deliver a new First Offer Notice to Tenant prior to entering into a lease agreement with respect to the space described in original First Offer Notice and the procedures set forth in this Section 24.3 shall apply to such Availability new First Offer Notice. “Substantially More Favorable Terms” shall mean that the average “net effective rent” (defined below) offered to the potential tenant is less than ninety-five percent (95%) of the average net effective rent set forth in the First Offer Notice. The term “net effective rent” shall mean the net rental amount to be paid to Landlord, taking into account any tenant improvement expenses and allowances to be incurred by Landlord and any free rent or other monetary concessions granted by Landlord (amortized on a straight-line basis over the life of the lease term proposed under the First Offer Notice or the terms to anyone to whom Landlord desires on any terms Landlord desiresthe potential tenant, as applicable). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timeapplicable First Offer Space, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease Agreement (TrueCar, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right 's Right of availability First Offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of delivery of such Availability the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant’s intention 's election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord deliver Tenant's First Offer Exercise Notice within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to enter into a lease ("Third Party Lease") for the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything ; provided, however, during the 180-day period following the initial delivery of the First Offer Notice to Tenant, if the Economic Terms that Landlord is prepared to accept under a Third Party Lease are greater than seven and five-tenths percent (7.5%) more favorable to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of tenant than the space Economic Terms offered by Landlord to Tenant at any particular time(as determined using a "Net Equivalent Lease Rate", as defined in Exhibit H attached hereto), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are determined using a Net Equivalent Lease Rate and adjusted to account for the difference, if any, in the lease term offered to Tenant and the lease term offered to such third party) (the "New Offer Terms") to Tenant by written notice (the "Additional Notice") setting forth the New Offer Terms, and Tenant may not elect shall have five (5) business days from Tenant's receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a lease only a portion thereof. If Tenant does not exercise its right of availability or lease amendment with respect to any space described in an Availability such First Offer Space which does not require Landlord to deliver another Additional Notice or if to Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject pursuant to the terms of this Section 1.4paragraph or Tenant exercises such Right of First Offer, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated earlyapplicable). The rights in this Section 1.4 If Landlord does not lease the First Offer Space within the foregoing one hundred eighty (180) day period, then Landlord shall be continuous throughout the Term and any extension thereofalso provide Tenant with an Additional Notice prior to entering into a Third Party Lease.
Appears in 1 contract
Sources: Lease Agreement (Cytokinetics Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability with respect purchase the Offer Property pursuant to the space Purchase Economic Terms described in an Availability the First Offer Notice, then within fifteen (15) business days of after delivery of such Availability the First Offer Notice to Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) purchase the Offer Property pursuant to the Purchase Economic Terms set forth in the First Offer Notice; (ii) refuse to purchase the Offer Property, in which event Tenant’s right of first offer set forth herein shall thereupon terminate and be of no further force or effect and Landlord may sell the Offer Property (or any portion thereof) to any entity on any terms Landlord desires; provided, however, that if Landlord intends to enter into a purchase and sale agreement upon Purchase Economic Terms which are, in the aggregate, materially more favorable to a third (3rd) party buyer than those Purchase Economic Terms proposed by Landlord in the First Offer Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to purchase the Offer Property on such more favorable Purchase Economic Terms. For purposes hereof, Purchase Economic Terms shall deliver be materially more favorable to a third party if such Purchase Economic Terms reflect a purchase price less than ninety- five percent (95%) of the purchase price for such Offer Property as proposed by Landlord in the First Offer Notice to Tenant. Tenant’s failure to elect to purchase the Offer Property upon such more favorable Purchase Economic Terms by written notice to Landlord of within seven (7) business days after Tenant’s intention receipt of such Second Chance Notice from Landlord shall be deemed to exercise its right constitute Tenant’s election not to purchase such Offer Property upon such more favorable Purchase Economic Terms, in which case for a period of availability twelve (12) months after the date Landlord delivered such Second Chance Notice to Tenant, Landlord shall be entitled to sell such Offer Property to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. If Landlord does not enter into a purchase and sale agreement and sell the Offer Property within twelve (12) months after that date Landlord delivers such Second Chance Notice to Tenant, then Landlord shall, subject to the limitations set forth above, submit to Tenant a new First Offer Notice with respect to any such unsold Offer Property prior to selling such property, in which event the entire space described in foregoing procedures shall again apply following Tenant’s receipt of such Availability new First Offer Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within respond in writing to Landlord’s First Offer Notice by the fifteen (15) business day periodElection Date, then subject to the terms of Section 1.4.4, below, Landlord Tenant shall be free deemed to lease have elected the space option described in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desiresclause (ii) above. Notwithstanding anything above to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, first offer herein within said fifteen (15) day period with respect to all of the space offered by Landlord to Tenant at any particular time, entire Offer Property identified in the First Offer Notice and Tenant may not elect to lease purchase only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease (Websense Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Suite 202 Right of availability First Offer with respect to the space Suite 202 Offer Space described in an Availability a Suite 202 Offer Notice, then within fifteen on or before that date (15the “Suite 202 Exercise Date”) that is ten (10) business days of following delivery of such Availability Suite 202 Offer Notice to Tenant, Tenant shall deliver written notice to Landlord (“Suite 202 Exercise Notice”) irrevocably exercising its Suite 202 Right of Tenant’s intention to exercise its right of availability First Offer with respect to the entire space Suite 202 Offer Space described in such Availability Suite 202 Offer Notice on the terms contained in such Suite 202 Offer Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify timely deliver a Suite 202 Exercise Notice to Landlord within on or before the fifteen (15) business day periodSuite 202 Exercise Date, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability Suite 202 Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to desires for a period of twelve (12) months following the contrary contained hereinrelevant Suite 202 Exercise Date (the “Suite 202 Leasing Period”); provided, Tenant must elect to exercise its right of availabilityhowever, if at allLandlord desires to enter into a lease of such Suite 202 Offer Space with a prospective tenant, with respect but such lease would be on Economic Terms (as defined below) that are more than ten percent (10%) more favorable to all of such prospective tenant than the space most favorable Economic Terms offered by Landlord to Tenant, then Landlord shall deliver another Suite 202 Offer Notice to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability such Suite 202 Offer Space, which Suite 202 Offer Notice or if Tenant fails shall contain the more favorable Economic Terms prior to respond to an Availability Notice within fifteen (15) business days entering into a lease of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth such Suite 202 Offer Space. As used in this Section 1.4 8.2, “Economic Terms” shall terminate as refer to all the following terms, which for purposes of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 comparison shall be continuous throughout aggregated to determine a net effective rent: (A) the Term fixed rental rate and any extension thereof.applicable escalations thereto (including the intervals and rates of such escalations); (B) all applicable terms related to operating expense and tax reimbursements (e.g., any “base year” or “expense
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s its right of availability first offer with respect to the space described in an Availability a First Offer Notice, then within fifteen ten (1510) business days of delivery of such Availability First Offer Notice to TenantTenant (“Offer Exercise Period”), Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise its right of availability first offer with respect to the entire space described in such Availability First Offer Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, . If Tenant timely exercises its right of first offer as set forth herein, Landlord and Tenant shall, within five (5) business days after Landlord's receipt of Tenant's notice, meet and discuss the lease of the space described in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with such First Offer Notice from Landlord to Tenant (the Term (an “Exercise Notice”"First Offer Meeting"). If Landlord and Tenant does do not so notify Landlord reach agreement as to the material economic terms of the lease of such space within the fifteen five (155) business day perioddays after the First Offer Meeting (the "First Offer Negotiation Period"), then subject Tenant shall have the right to the terms of Section 1.4.4, below, Landlord shall be free irrevocably exercise its option to lease the space described in the First Offer Notice but have the material economic terms of the lease of such Availability space determined pursuant to the terms of Section 2.2.3 of this Lease, below, by delivering written notice of such exercise (the "Irrevocable Exercise Notice") to Landlord prior to 4 HCP, INC.[4939 Director's Place][Sorrento Therapeutics, Inc.] the expiration of the First Offer Negotiation Period. If Landlord and Tenant do not reach agreement as to the material economic terms of the lease of such space prior to the expiration of the First Offer Negotiation Period and Tenant fails to timely deliver an Irrevocable Exercise Notice, then Tenant will not be required to lease the First Offer Space and Landlord, in its sole and absolute discretion, shall have the right to terminate negotiations with Tenant and to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms which Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability first offer with respect to any space described in an Availability a First Offer Notice or if Tenant fails to respond to an Availability a First Offer Notice within fifteen (15) business days prior to the expiration of delivery thereofthe Offer Exercise Period, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s 's right of availability first offer as set forth in this Section 1.4 1.3 shall terminate as to all of the space described set forth in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofFirst Offer Notice.
Appears in 1 contract
Sources: Lease (Sorrento Therapeutics, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first refusal with respect to the space Refusal Space described in an Availability the Refusal Notice, then within fifteen five (155) business days of delivery of such Availability the Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to 's exercise of its right of availability first refusal with respect to all of the entire space Refusal Space described in such Availability Notice, the Refusal Notice at the rent, rent (the "Refusal Space Rent") and for the termfull term identified in the Refusal Notice, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth conditions contained in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise such Refusal Notice”). If Tenant does not so notify Landlord within the fifteen such five (155) business day periodperiod of Tenant's exercise of its right of first refusal, then subject to the terms of Section 1.4.4, below, Landlord shall be free to enter into a lease for the Refusal Space with the party that submitted the bona-fide third-party offer, so long as the lease is (a) on economic terms reasonably similar to that set forth in the bona-fide third party offer, and (b) mutually executed and delivered within six (6) months of the date that Tenant fails to exercise the right of first refusal. If either condition (a) or condition (b) (or both) of the immediately preceding sentence is not met, then Tenant's right of first refusal for the Refusal Space shall renew and the process shall continue as set forth above. After Landlord enters into any lease of Refusal Space with said party in accordance with the foregoing ("Third Party Lease"), Tenant's rights under this Section 11 shall be subordinate to the rights of the tenant under the Third Party Lease with respect to the space described in such Availability Notice leased and encumbered pursuant to anyone to whom the provisions of the Third Party Lease, all extensions and renewals thereof, all pure expansion options contained therein which are stated as Landlord desires on any terms Landlord desiresdelivery obligations within a certain time frame for a certain amount of space, and all right of first offer expansions contained therein. Notwithstanding anything set forth herein to the contrary contained contrary, if Tenant exercises its right of first refusal with respect to the Refusal Space, then Tenant's right to extend the Lease Term pursuant to Section 6 of this Second Amendment shall applicable to the Refusal Space with the same force and effect as such rights are applicable to the Premises (as described herein); provided, however, Tenant must elect to exercise its right of availability, if at all, such rights with respect to all of the space offered by Landlord to Tenant at any particular time, entire then-existing Premises and Tenant may not elect to lease exercise such rights with respect to only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofthen-existing Premises.
Appears in 1 contract
Sources: Office Lease (Internet Brands, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s ▇▇▇▇▇▇'s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen seven (157) business days of delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant’s intention 's election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)notice. If Tenant does not so notify Landlord within the fifteen such seven (157) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding the foregoing, if Landlord desires to enter into such a lease or lease amendment with a third party on fundamental material economic terms and conditions that are more than ten percent (10%) more favorable than such fundamental material economic terms and conditions set forth in the First Offer Notice provided to Tenant, then Landlord shall deliver another First Offer Notice to Tenant containing such more favorable terms and conditions. If Tenant thereafter wishes to exercise its right of first offer with respect to an offer contained in a subsequent First Offer Notice, Tenant shall deliver the First Offer Exercise Notice to Landlord within five (5) days of delivery of such First Offer Notice (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space which does not require Landlord to deliver another First Offer Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such right of first offer, as applicable). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space First Offer Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease (Pliant Therapeutics, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen five (155) business days of after delivery of such Availability the First Refusal Notice to TenantTenant ("Election Date"), Tenant shall deliver an unconditional, irrevocable notice to Landlord of Tenant’s intention to 's exercise of its right of availability first refusal with respect to the entire space described in such Availability Notice, at the rent, for First Refusal Notice and on the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)First Refusal Economic Terms contained therein. If Tenant does not so notify Landlord exercise its right of first refusal within the fifteen applicable time period (15) business day periodon all of the First Refusal Economic Terms), then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the 879352.05/SD374622-00001/3-28-19/MLT/bp -3- GENESIS SSF - TWO TOWER PLACE[Fluidigm Corporation] First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms (such more favorable terms in the Second Chance Notice are referred to herein as the "Second Chance Economic Terms"). For purposes hereof, Second Chance Economic Terms shall be materially more favorable to a third party if such Second Chance Economic Terms reflect a net effective rental rate (including any rent abatement and tenant improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as the First Refusal Economic Terms initially proposed by Landlord in the First Refusal Notice. Tenant's failure to elect to lease the First Refusal Space upon such Second Chance Economic Terms by written notice to Landlord within five (5) business days after Tenant's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant's election not to lease such space upon such Second Chance Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms Landlord desires, subject to Landlord’s obligation to deliver Tenant a further Second Chance Notice under the circumstances set forth in the preceding two (2) sentences. Except as otherwise provided above, Tenant's right of first refusal shall continue in full force and effect during the Initial First Right of Refusal Period. After the expiration of the Initial First Right of Refusal Period, Tenant's right of first refusal shall be a one-time right (and in the event Tenant does not exercise a right of first refusal after the expiration of the Initial First Right of Refusal Period, then this Section 1.4 shall thereafter be deemed null and void and of no further force or effect, subject to Landlord’s obligation to deliver a Second Chance Notice as described above). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect thereof or object to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofFirst Refusal Economic Terms.
Appears in 1 contract
Sources: Lease (Fluidigm Corp)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen (15) 41 Initials: ____ ____ business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of fifteen (an “Exercise Notice”)15) business days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the fifteen (15) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms within said fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Office Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Master Lease (Inetvisionz Com Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of availability First Refusal with respect to the space Offer Space described in an Availability Noticethe Third Party Proposal, then within fifteen five (155) business days of after delivery of such Availability the First Refusal Notice to TenantTenant (the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s intention Election Notice”) pursuant to exercise its right of availability with respect which Tenant shall elect either to (i) lease the entire space described in such Availability Notice, at the rent, for the term, and Offer Space upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Terms set forth in Sections 1.4.3the First Refusal Notice or (ii) refuse to lease such Offer Space, 1.4.5 and 1.4.6 below and for a term that is coterminous in which event Landlord may lease such Offer Space to any person or entity on terms consistent with the Term (an “Exercise Notice”)Third Party Proposal, subject to Tenant’s Second Chance Notice set forth below. If Tenant does not so notify Landlord within respond in writing to Landlord’s First Refusal Notice by the fifteen Election Date, Tenant shall be deemed to have elected the option described in clause (15ii) business day period, then subject to the terms of Section 1.4.4, below, above and Landlord shall be free to lease the space Offer Space described in such Availability the First Refusal Notice during the six (6) month period following the Election Date to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything subject to the contrary contained hereinSecond Chance Notice provisions set forth below and Section 1.5.4 below. If Tenant elects (or is deemed to have elected) the option described in clause (ii) above and during the six (6) month period following such election Landlord intends to enter into a lease for the Offer Space either (a) upon Terms which are materially more favorable to a third (3rd) party tenant than those Terms set forth in the First Refusal Notice, or (b) to a Direct Competitor of Tenant must elect to exercise its right of availability(as hereinafter defined), if at all, with respect to all of the space offered by Landlord shall first deliver written notice to Tenant at any particular time, and (“Second Chance Notice”) providing Tenant with the opportunity to lease the Offer Space described in the First Refusal Notice (as the same may not have been modified by the materially more favorable Terms) on such materially more favorable Terms. Tenant’s failure to elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect the Offer Space upon such materially more favorable Terms by written notice to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice Landlord within fifteen three (153) business days after Tenant’s receipt of delivery thereofsuch Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such Offer Space upon such materially more favorable Terms, then subject in which case Landlord shall be entitled to lease such space to any third (3rd) party (other than a Direct Competitor of Tenant, unless such Direct Competitor is indicated as the prospective tenant in the Second Chance Notice) on terms no more favorable to the terms third (3rd) party than those set forth in the Second Chance Notice. For purposes of this Section 1.41.5.2, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 Terms shall be continuous throughout the Term and any extension thereof.considered “materially
Appears in 1 contract
Sources: Lease (GenMark Diagnostics, Inc.)
Procedure for Acceptance. If On or before the date which is five (5) business days after Tenant's receipt of the First Offer Notice (the "ELECTION DATE"), Tenant wishes shall deliver written notice to exercise Landlord ("TENANT'S ELECTION NOTICE") pursuant to which Tenant shall elect either to (A) lease the entire First Offer Space described in the First Offer Notice upon the Economic Terms set forth in the First Offer Notice and the same non-Economic Terms as set forth in the Lease (as then amended), (B) refuse to lease such First Offer Space identified in the First Offer Notice, specifying that such refusal is not based upon the Economic Terms set forth by Landlord in the First Offer Notice, but upon Tenant’s 's lack of need for such First Offer Space, in which event Landlord may lease such First Offer Space to any entity on any terms Landlord desires (the "SUBSEQUENT LEASE") and Tenant's right of availability first offer with respect to the First Offer Space specified in Landlord's First Offer Notice shall thereupon terminate and be of no further force or effect until such space described in an Availability Notice, then within fifteen (15) business days once again becomes available after expiration of delivery the Subsequent Lease including any renewal or extension of such Availability Notice Subsequent Lease, whether or not such renewal or extension is pursuant to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability with respect to the entire space described an express written provision in such Availability Notice, at the rent, for the termSubsequent Lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease, or (C) refuse to lease the First Offer Space, specifying that such refusal is based upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)in which event Tenant shall also specify in Tenant's Election Notice revised Economic Terms upon which Tenant would be willing to lease such First Offer Space from Landlord. If Tenant does not so notify respond in writing to Landlord's First Offer Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii)(B) above. If Tenant timely delivers to Landlord within the fifteen Tenant's Election Notice pursuant to clause (15ii)(C) business day period, then subject to the terms of Section 1.4.4, belowabove, Landlord shall be free may elect either to: (a) lease such First Offer Space to Tenant upon the revised Economic Terms specified by Tenant in Tenant's Election Notice, and the same non-Economic Terms as set forth in the Lease (as then amended); or (b) lease the space described in such Availability Notice First Offer Space to anyone to whom Landlord desires on any person or entity upon any terms Landlord desires. Notwithstanding anything ; provided, however, if the Economic Terms of Landlord's proposed lease to said third party are not less favorable to the contrary contained hereinthird party than those Economic Terms proposed by Tenant in Tenant's Election Notice, before entering into such third party lease, Landlord shall notify Tenant must elect to exercise its right of availability, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, such no less favorable Economic Terms and Tenant may not elect shall have the right to lease only a portion thereofthe First Offer Space upon such no less favorable Economic Terms by delivering written notice thereof to Landlord within three (3) business days after Tenant's receipt of Landlord's notice. If Tenant does not exercise its right of availability with respect elect to any lease such space from Landlord within said three (3) business-day period, Tenant shall be deemed to have elected the option described in an Availability Notice or if Tenant fails clause (ii)(B) above. In determining whether the Economic Terms of Landlord's proposed lease to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject a third party are no less favorable to the terms of this Section 1.4third party than those Economic Terms proposed by Tenant in Tenant's Election Notice, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 all concessions shall terminate as to all be blended into an effective rental rate over the term of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease proposed lease to said third party and such Interim Lease expires or is terminated early). The rights in this Section 1.4 effective rental rate shall be continuous throughout compared with the Term and any extension thereofeffective rental rate of the Economic Terms proposed by Tenant in Tenant's Election Notice.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business calendar days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of twenty- one (an “Exercise Notice”)21) calendar days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the fifteen ten (1510) business calendar day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said twenty-one (21) calendar day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresand Tenant's right of first offer shall terminate as to the space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Allos Therapeutics)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first refusal with respect to the space First Refusal Space described in an Availability the First Refusal Notice, then within fifteen seven (157) business days of delivery of such Availability the First Refusal Notice to TenantTenant (the "Election Period"), Tenant shall deliver notice to Landlord written notice (an "Election Notice") of Tenant’s intention to 's exercise of its right of availability first refusal with respect to all of the entire space First Refusal Space described in such Availability Notice, the First Refusal Notice at the rent, for the term, term and upon the other fundamental economic terms and conditionsconditions contained in such First Refusal Notice, including, but not limited to, to rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within such Election Period of Tenant's exercise of its first refusal right, or Tenant affirmatively elects not to exercise such first refusal right (either of the fifteen (15) business day periodforegoing being referred to herein as a "First Refusal Rejection"), then subject to the terms of Section 1.4.4, below, Landlord shall be free to negotiate and enter into a lease for the space described in such Availability Notice First Refusal Space to anyone to whom Landlord it desires on any terms Landlord it desires. Notwithstanding anything to the contrary contained hereinforegoing, Tenant must elect to exercise its Tenant's ongoing right of availability, if at all, with respect to all first refusal shall commence only following the expiration or earlier termination of any existing lease of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a First Refusal Space (or portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4), including Section 1.4.4.any renewal, Tenant’s right of availability as extension or expansion rights set forth in this Section 1.4 shall terminate as to all such leases, regardless of the space described in whether such Availability Notice until the space again becomes available (i.e.renewal, until such time as Landlord enters into an Interim Lease and such Interim Lease expires extension or is terminated early). The expansion rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.are 723517.06/WLA 214064-00020/7-15-14/pjr 12 12400 HIGH BLUFF DRIVE Third Amendment [AMN Healthcare, Inc.]
Appears in 1 contract
Sources: Office Lease
Procedure for Acceptance. If On or before the date which is seven (7) days after Tenant's receipt of a Landlord's First Refusal Notice (the "ROFR Election Date"), Tenant wishes shall deliver a written notice to Landlord (the "ROFR Election Notice") pursuant to which Tenant shall elect either to: (i) exercise such First Refusal Right and lease the entire First Refusal Space described in the applicable Landlord's First Refusal Notice upon the ROFR Economic Terms set forth in such applicable Landlord's First Refusal Notice and the same non-ROFR Economic Terms as set forth in the Lease, as amended hereby; or (ii) reject such First Refusal Right and refuse to lease the entire First Refusal Space identified in the applicable Landlord's First Refusal Notice, in which event Tenant’s right of availability 's First Refusal Right with respect to the space described First Refusal Space identified in an Availability Noticesuch applicable Landlord's First Refusal Notice shall thereupon automatically terminate and be of no further force or effect, then within fifteen (15) business days of delivery and Landlord may thereafter lease all or any portion of such Availability Notice applicable First Refusal Space to Tenant, Tenant shall deliver notice to any party on any terms Landlord of Tenant’s intention to exercise its right of availability with respect to the entire space described in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)desires. If Tenant does not so notify respond in writing to Landlord's First Refusal Notice by the ROFR Election Date, Tenant shall be deemed to have elected the option described in clause (ii) hereinabove. If Tenant timely delivers to Landlord within the fifteen ROFR Election Notice as described in clause (15i) business day periodhereinabove, then subject to the terms of Section 1.4.4, below, Landlord Tenant shall be free to lease the space applicable First Refusal Space described in such Availability applicable Landlord's First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desiresupon the ROFR Economic Terms contained in such applicable Landlord's First Refusal Notice and the non-ROFR Economic Terms set forth in the Lease, as amended hereby. Notwithstanding anything in this Section 9 to the contrary contained hereincontrary, Tenant must elect Landlord acknowledges and agrees that Tenant's First Refusal Right to exercise its right of availability, if at all, with respect to all of the space offered lease any First Refusal Space not previously identified in any Landlord's First Refusal Notice delivered by Landlord to Tenant at shall not terminate as a result of Tenant's election or deemed election to refuse to lease any particular other First Refusal Space so identified in a Landlord's First Refusal Notice, and shall continue until such time, and Tenant may but not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any beyond the First Refusal Period, as such space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again first becomes available (i.e., until such time for lease as determined by Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofas provided hereinabove.
Appears in 1 contract
Sources: Office Lease Agreement (Emmaus Life Sciences, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice (“Exercise Notice”) to Landlord of Tenant’s intention to exercise of its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice, at if the rentFirst Offer Notice is given pursuant to clause (x) of Section 32(a) above, for or with respect to any or all entire suite(s) described in the termFirst Offer Notice (if the First Offer Notice is given in response to a Tenant Request under clause (y) of Section 32(a) above, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms shall be as set forth in Sections 1.4.3the First Offer Notice, 1.4.5 unless Tenant objects to Landlord’s Economic Terms and 1.4.6 below and for a term that is coterminous with the Term proposes revised Economic Terms (an “Tenant’s Proposal”) in Tenant’s Exercise Notice”). If Tenant timely delivers the Exercise Notice but so objects to Landlord’s Economic Terms, Landlord may elect, within ten (10) business days following receipt of such Exercise Notice from Tenant, either to: (i) lease such First Offer Space to Tenant upon the revised Economic Terms specified in the Tenant’s Proposal; or (ii) have the Economic Terms, including the Market Rent, determined in accordance with Section 31(d) above. Landlord’s failure to timely choose either clause (i) or clause (ii) above will be deemed to be Landlord’s choice of clause (ii) above. If Landlord chooses, or is deemed to have chosen, clause (ii) above, the Market Rent determined in accordance with Section 31(d) above shall establish Economic Terms with respect to the First Offer Space; provided, however, that during the pendency of any such determination, the parties shall proceed with and utilize the Economic Terms specified in Landlord’s First Offer Notice and if Economic Terms reflected in the Tenant’s Proposal are ultimately determined to apply, the parties shall promptly make a retroactive adjustment. If Tenant does not so notify Landlord not, in response to a First Offer Notice given under clause (x) of Section 32(a) above, unconditionally exercise its right of first offer within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the contrary contained hereinterms and conditions of this Section 32(b) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease. Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first refusal/first offer with respect to the space described in an Availability the Expansion Notice, then within fifteen ten (1510) business days of delivery of such Availability the Expansion Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise its right of availability first refusal/first offer with respect to the entire space described in such Availability the Expansion Notice. In the event that concurrent with Tenant's exercise of the first refusal/first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Expansion Rent set forth in Sections 1.4.3the Expansion Notice, 1.4.5 and 1.4.6 below and for a term that is coterminous the Expansion Rent shall be determined in accordance with the Term (an “Exercise same procedure as set forth in Section 2.2.4 of this Lease; otherwise, the Expansion Rent shall be as set forth in the Expansion Notice”). If Tenant does not so notify Landlord exercise its right of first refusal/first offer within the fifteen ten (1510) business business-day period, then subject (i) Landlord shall not offer to another tenant or prospective tenant less than the entire Expansion Space offered to Tenant and if Landlord desires to lease less than such entire Expansion Space offered to Tenant, Tenant shall first have a further right to lease such smaller Expansion Space pursuant to an additional Expansion Notice and upon the terms of set forth in this Section 1.4.41.3, below, and (ii) Landlord shall be free to lease the entirety of the space described in such Availability the Expansion Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires for a period of six (6) months after delivery of the Expansion Notice to Tenant, whereupon Tenant's right of first refusal/first offer set forth in this Section 1.3 shall again be applicable to such Expansion Space. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst refusal/first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen ten (1510) business days after receipt of delivery of such Availability the First Refusal Notice to Tenantby Tenant (the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s intention Election Notice”) pursuant to exercise its right of availability with respect which Tenant shall elect either to (i) lease the entire space described in such Availability Notice, at the rent, for the term, and First Refusal Notice upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Terms set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term First Refusal Notice or (an “Exercise Notice”). If Tenant does not so notify Landlord within the fifteen (15ii) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free refuse to lease such space identified in the First Refusal Notice, in which event Landlord may lease such space described in such Availability Notice to anyone to whom Landlord desires any person or entity during the six (6) month period after the Election Date on any terms Landlord desiresdesires (provided that if the Net Effective Rent (as defined below) is changed so as to make it more than five percent (5%) more favorable to the third party than the original Terms or if a material change is made to the non-economic Terms set forth in the First Refusal Notice (e.g., the deal is restructured to be a 5 year deal instead of 3 years), Landlord must again deliver a First Refusal Notice (such revised notice shall be referred to as the “Second Chance Notice”) to Tenant and Tenant shall have five (5) business days after receipt of the Second Chance Notice to deliver an Election Notice pursuant to this Section 1.5) and Tenant’s right of first refusal with respect to the First Refusal Space specified in Landlord’s First Refusal Notice shall thereupon terminate and be of no further force or effect, but shall remain in effect for all other portions of the First Refusal Space not contained in the First Refusal Notice. The term “Net Effective Rent” shall mean the rental rate, as adjusted to reflect the value of any free rent, tenant improvement allowance or similar monetary concessions contained in the First Refusal Notice. If Landlord does not receive a response from Tenant in writing to Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above. Notwithstanding anything herein to the contrary contained hereincontrary, Tenant must elect to may only exercise its right of availability, if at all, first refusal with respect to all of the space offered by Landlord to Tenant at any particular timedescribed in the First Refusal Notice, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (HMS Holdings Corp)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first refusal with respect to the space First Refusal Space described in an Availability the First Refusal Notice, then within fifteen five (155) business days of delivery of such Availability the First Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise of its right of availability first refusal with respect to all of the entire space First Refusal Space described in such Availability Notice, the First Refusal Notice at the rent, for the term, term and upon the other fundamental economic terms and conditionsconditions contained in such First Refusal Notice, including, but not limited to, to rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within such five (5) business day period of Tenant’s exercise of its first refusal right, then Landlord shall be free to negotiate and enter into a lease for the fifteen First Refusal Space to anyone whom it desires on the net-effective economic terms and the fundamental non-economic terms which are no more than ten percent (1510%) more beneficial to such party than those set forth in the First Refusal Notice. In the event Landlord does not lease such First Refusal Space pursuant to the foregoing sentence within a period of ninety (90) days commencing upon the expiration of the five (5) business day period, then subject after which time, Tenant’s rights to such space under this Section 1.3 shall renew. Notwithstanding the foregoing, Tenant’s ongoing right of first refusal shall be subordinate to all Superior Rights. After Landlord enters into any lease of First Refusal Space (“Third Party Lease”) to any such third party (“Third Party Tenant”) in accordance with the foregoing, Tenant’s rights under this Section 1.3 shall be subordinate to the terms rights of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to tenant under the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, Third Party Lease with respect to all the First Refusal Space (including any renewal, extension or expansion rights of the space offered by Landlord to a Third Party Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as the applicable Third Party Lease, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires a lease amendment or is terminated earlya new lease). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (SERVICE-NOW.COM)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen five (155) business days of after delivery of such Availability the First Refusal Notice to TenantTenant (the "Election Date"), Tenant shall deliver written notice to Landlord ("Tenant's Election Notice") pursuant to which Tenant shall elect either to (i) lease the entire First Refusal Space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice; (ii) refuse to lease such First Refusal Space identified in the First Refusal Notice, specifying that such refusal is not based upon the Terms set forth by Landlord in the First Refusal Notice, but upon Tenant's lack of need for such First Refusal Space, in which event Landlord may lease such First Refusal Space to any person or entity on any terms Landlord desires and Tenant’s intention to exercise its 's right of availability first refusal with respect to the entire space described First Refusal Space specified in Landlord's First Refusal Notice shall thereupon terminate and be of no further force or effect; or (iii) refuse to lease the First Refusal Space, specifying that such Availability Notice, at the rent, for the term, and refusal is based upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Terms set forth in Sections 1.4.3the First Refusal Notice, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)in which event Tenant shall also specify in Tenant's Election Notice revised Terms upon which 3 Tenant would be willing to lease such First Refusal Space from Landlord. If Tenant does not so respond in writing to Landlord's First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (ii) above. If Tenant timely delivers to Landlord Tenant's Election Notice pursuant to clause (iii) above, Landlord may elect either to: (a) lease such First Refusal Space to Tenant upon the revised Terms specified by Tenant in Tenant's Election Notice; or (b) lease the First Refusal Space to any person or entity upon any terms Landlord desires; provided, however, if (1) the Terms of Landlord's proposed lease to said third party are materially more favorable to the third party than those Terms proposed by Tenant in Tenant's Election Notice, or (2) the size of the First Refusal Space to be leased to such third party is less than the size of the First Refusal Space offered to Tenant, before entering into such third party lease, Landlord shall notify Tenant of such more favorable Terms (or such reduced size) and Tenant shall have the right to lease the First Refusal Space upon such more favorable Terms (or as to such reduced size) by delivering written notice thereof to Landlord within the fifteen five (155) business days after Tenant's receipt of Landlord's notice. If Tenant does not elect to lease such space from Landlord within said five (5) business day period, then subject to the terms of Section 1.4.4, below, Landlord Tenant shall be free deemed to lease have elected the space option described in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its clause (ii) above and Tenant's right of availability, if at all, first refusal with respect to all the First Refusal Space specified in Landlord's First Refusal Notice shall thereupon terminate and be of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice no further force or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4effect., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Microage Inc /De/)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first refusal with respect to the space First Refusal Space described in an Availability the First Refusal Notice, then within fifteen five (155) business days of delivery of such Availability the First Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to 's exercise of its right of availability first refusal with respect to all of the entire space First Refusal Space described in such Availability Notice, the First Refusal Notice at the rent, for the term, term and upon the other fundamental economic terms and conditionsconditions pursuant to Section 1.4.2, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)below. If Tenant does not so notify Landlord within the fifteen such five (155) business day periodperiod of Tenant's exercise of its first refusal right, then subject to the terms of Section 1.4.4, below, Landlord shall be free to negotiate and enter into a lease for the space described in such Availability Notice First Refusal Space to anyone to whom Landlord it desires on any the net-effective economic terms Landlord desires. Notwithstanding anything and the fundamental non-economic terms which are no more than five percent (5.0%) more beneficial to such party than those set forth in the First Refusal Notice; provided, however, (i) the "net-effective economic" terms shall be determined by calculating the gross rent payable under the terms of the lease, as determined per rentable square foot on an average annual basis, and adjusting such amount by the value (on a rentable square foot basis) of the monetary concessions (spreading such monetary concessions equally throughout the lease term with interest at the "Interest Rate," as that term is set forth in Article 25 of this Lease), and (ii) to the contrary contained hereinextent Landlord intends to enter into a lease with a "Direct Competitor," as that term is defined below, then, prior to entering into such lease, Landlord shall so notify Tenant must elect to exercise its and Tenant shall again have a right of availability, if at all, with respect to all of first refusal for the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject such first Refusal Space pursuant to the terms provisions of this Section 1.4. For purposes of this Section 1.4, including Section 1.4.4.a "DIRECT COMPETITORS" shall be any entity that (a) is not the third-party entity (or any other qualified third-party) initially disclosed in the First Refusal Notice with regard to the bone-fide third-party offer, and (b) is an entity set forth on EXHIBIT C, attached hereto. To the extent that an entity would reasonably be considered to directly compete with Tenant’s , then Tenant shall have the right to add such direct competitor(s) to the list set forth on EXHIBIT C by written notice to Landlord; provided, however, to the extent that Tenant's notice to add new direct competitor(s) onto such list occurs following the date upon which Landlord delivers any particular First Refusal Notice, then such additional direct competitor(s) shall not be considered a Direct Competitor for purposes of such First Refusal Notice. If Landlord does not execute a lease with a third party for all or any portion of the First Refusal Space within one hundred eighty-five (185) days following the delivery to Tenant of the First Offer Notice, then Tenant shall again have a right of availability as set forth in first refusal for the such First Refusal Space pursuant to the provisions of this Section 1.4 1.4, which provisions shall terminate as to all of again become applicable in their entirety. To the space described in such Availability Notice until the space again becomes available (i.e., until such time as extent Landlord enters into an Interim Lease and any lease of First Refusal Space with any such Interim Lease expires or is terminated earlythird party in accordance with the foregoing ("THIRD PARTY LEASE"). The , Tenant's rights in under this Section 1.4 shall be continuous throughout subordinate to the Term rights of the tenant under the Third Party Lease with respect to the space leased and encumbered pursuant to the provisions of the Third Party Lease, all extensions and renewals thereof (but only to the extent such extensions and/or renewals are reasonably identified in such First Refusal Notice), all pure expansion options contained therein which are stated as Landlord delivery obligations within a certain time frame for a certain amount of space, and all right of first offer expansions contained therein (but to the extent either expansion options apply to any extension thereofportion of the First Offer Space, only to the extent the same are reasonably identified in such First Refusal Notice).
Appears in 1 contract
Sources: Office Lease (Fair Isaac Corp)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability Noticethe Notice of First Offer Opportunity, then within fifteen ten (1510) business days of delivery of such Availability Notice of First Offer Opportunity to Tenant, Tenant shall deliver written notice to Landlord of Tenant’s intention election to exercise its right of availability first offer with respect to the entire space described in such Availability NoticeNotice of First Offer Opportunity (specifically including if such space comprises more than one of the suites identified in Section 8, at above) on the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth contained in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)such notice. If Tenant does not fails to so notify Landlord Landlord, in writing, of either its election to exercise its right of first offer, or its election to reject such right of first offer, within the fifteen foregoing ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the Notice of First Offer Opportunity to anyone to whom Landlord desires on any terms Landlord desires. If, however, Tenant does notify Landlord, in writing, within such ten (10) business day period that Tenant rejects such right of first offer, then Landlord shall be free to lease the space described in the Notice of First Offer Opportunity to anyone to whom Landlord desires on any terms Landlord desires, provided that the base rent offered to such third-party is not more (on a per rentable square foot basis) than five percent (5%) lower than the Base Rent offered to Tenant in the Notice of First Offer Opportunity. In connection with the terms of the immediately preceding sentence, in the event that Landlord desires to offer (within a period of six (6) months commencing upon the expiration of the ten (10) business day period) the space described in the Notice of First Offer Opportunity to a third-party at a base rent (on a per rentable square foot basis) which is more than five percent (5%) lower than the Base Rent offered to Tenant in the Notice of First Offer Opportunity, then Landlord shall, via a revised Notice of First Offer Opportunity, first re-offer to lease to Tenant such First Offer Space at such lower base rent, and Tenant shall, within ten (10) business days of delivery of such revised Notice of First Offer Opportunity to Tenant, deliver written notice to Landlord of Tenant’s election to exercise its right of first offer with respect to the entire space described in the revised Notice of First Offer Opportunity on the terms contained in such notice. If Tenant then fails to so notify Landlord of its election to exercise its right of first offer within the ten (10) business day period set forth in the immediately preceding sentence, then Landlord shall be free to lease the space described in the Notice of First Offer Opportunity to anyone to whom Landlord desires on any terms (including any base rent) that Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (LoopNet, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first offer with respect to all of the space described in an Availability the First Offer Notice, then within fifteen twenty (1520) business days of delivery following Tenant's receipt of such Availability Notice to TenantFirst Offer Notice, Tenant shall deliver written notice to Landlord of Tenant’s intention ("TENANT'S ELECTION NOTICE"), pursuant to exercise its right of availability with respect which Tenant shall elect either to (i) lease the entire space described in such Availability Notice, First Offer Space at the rent, for the term, First Offer Rent and upon the other fundamental economic terms and conditionsTCCs contained in Landlord's First Offer Notice, including(ii) lease the entire First Offer Space, but specifying that Tenant objects to Landlord's determination of the First Offer Rent, in which case the First Offer Rent shall be determined in accordance with SECTIONS 1.3.3, 2.2.2 AND 2.2.4 of this Lease, or (iii) not limited to-7- lease such First Offer Space, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within the fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, which event Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to desires during the contrary contained herein, Tenant must elect to exercise its right six (6) month period following the date of availability, if at all, with respect to all Landlord's receipt of Tenant's Election Notice (the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof"FIRST OFFER WAIVER PERIOD"). If Tenant does not exercise notify Landlord of its election of any of the options in clauses (i) or (ii) hereinabove, Tenant shall be deemed to have elected the option in clause (ii). If Landlord does not execute a lease with a third party for any portion of the First Offer Space during the First Offer Waiver Period (or if a third party lease is executed by Landlord within such First Offer Waiver Period, then when, and if, such First Offer Space again becomes available for lease following the expiration or earlier termination of such third party lease), Tenant shall again have a right of availability with respect to any first offer for such space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject pursuant to the terms provisions of this Section 1.41.3, including Section 1.4.4which provisions shall again become applicable in their entirety., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease (Vical Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability with respect to On or before the space described in an Availability Notice, then within fifteen date which is three (153) business days after Tenant’s receipt of delivery of such Availability Landlord’s First Refusal Notice to Tenant, Tenant (the “Election Date”),Tenant shall deliver written notice to Landlord of (“Tenant’s intention Election Notice”) pursuant to exercise its which Tenant shall have the one-time right of availability with respect to the elect either to: (i) lease an entire space First Refusal Space described in such Availability Notice, at the rent, for the term, and First Refusal Notice upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term First Refusal Notice; or (an “Exercise ii) refuse to lease such First Refusal Space identified in the First Refusal Notice”). If Tenant does not so notify Landlord within respond in writing to Landlord’s First Refusal Notice by the fifteen (15) business day periodElection Date or wishes to modify the terms set forth in the First Refusal Notice, Tenant shall be deemed to have elected not to lease such First Refusal Space. If Tenant does not elect or is deemed to have elected not to lease either of the First Refusal Spaces, then subject to the terms of Section 1.4.4, below, Tenant’s First Refusal Right set forth in this Addendum 1 shall terminate and Landlord shall be free thereafter have the right to lease the space described in all or any portion of such Availability Notice First Refusal Spaces to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything , provided, however, following Tenant’s election (or deemed election) not to lease a First Refusal Space on the contrary contained hereinterms set forth in the First Refusal Notice, in the event that Landlord offers such First Refusal Space to another party on terms that have a net effective rate that are more than ten percent (10%) better than the net effective rate offered to Tenant must elect to exercise its right of availabilityin a First Refusal Notice, if at all, then Tenant shall again have a First Refusal Right with respect to all of the such First Refusal Space and Landlord shall again be required to offer such space offered by Landlord to Tenant at any particular timein accordance with the terms of this Addendum 1. Furthermore, and Tenant may not elect to lease only a portion thereof. If in the event that Tenant does not exercise (or otherwise waive) its right First Refusal Right following receipt of availability a First Refusal Notice, and, thereafter, Landlord has not entered into a lease with respect the third party whose Lease Proposal terms were presented to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen six (156) business days months after the date of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4.applicable First Refusal Notice, Tenant’s right of availability as set forth in this Section 1.4 First Refusal Right shall terminate as again apply to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofsubject First Refusal Space.
Appears in 1 contract
Sources: Lease Agreement (Cafepress Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice (“Exercise Notice”) to Landlord of Tenant’s intention to exercise of its right of availability first offer with respect to the entire space described in such Availability Notice, at the rent, for First Offer Notice (if the termFirst Offer Notice is given pursuant to clause (x) of Section 32(a) above) or with respect to any or all entire suite(s) described in the First Offer Notice (if the First Offer Notice is given in response to a Tenant Request under clause (y) of Section 32(a) above), and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms shall be as set forth in Sections 1.4.3the First Offer Notice, 1.4.5 unless Tenant objects to Landlord’s Economic Terms and 1.4.6 below and for a term that is coterminous with the Term proposes revised Economic Terms (an “Tenant’s Proposal”) in Tenant’s Exercise Notice”). If Tenant timely delivers the Exercise Notice but so objects to Landlord’s Economic Terms, Landlord may elect, within ten (10) business days following receipt of such Exercise Notice from Tenant, either to: (i) lease such First Offer Space to Tenant upon the revised Economic Terms specified in the Tenant’s Proposal; or (ii) have the Economic Terms, including the Market Rent, determined in accordance with Section 31(d) above. Landlord’s failure to timely choose either clause (i) or clause (ii) above will be deemed to be Landlord’s choice of clause (ii) above. If Landlord chooses, or is deemed to have chosen, clause (ii) above, the Market Rent determined in accordance with Section 31(d) above shall establish Economic Terms with respect to the First Offer Space; provided, however, that during the pendency of any such determination, the parties shall proceed with and utilize the Economic Terms specified in Landlord’s First Offer Notice and if Economic Terms reflected in the Tenant’s Proposal are ultimately determined to apply, the parties shall promptly make a retroactive adjustment. If Tenant does not so notify Landlord not, in response to a First Offer Notice given under clause (x) of Section 32(a) above, unconditionally exercise its right of first offer within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the contrary contained hereinterms and conditions of this Section 32(b) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease. Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first refusal with respect to the space First Refusal Space described in an Availability the First Refusal Notice, then within fifteen ten (1510) business days of delivery of such Availability the First Refusal Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise of its right of availability first refusal with respect to all of the entire space First Refusal Space described in such Availability Notice, at the rent, for the term, and First Refusal Notice upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions conditions contained in such First Refusal Notice and improvement allowances, set forth otherwise contained in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)this Lease. If Tenant does not so notify Landlord within the fifteen such ten (1510) business day periodperiod of Tenant’s exercise of its first refusal right, then subject to the terms of Section 1.4.4, below, Landlord shall be free to negotiate and enter into a lease for the space described in such Availability Notice First Refusal Space to anyone to whom Landlord it desires on any materially the same net-effective economic terms and the same fundamental non-economic terms set forth in the First Refusal Notice. In the event Landlord desires. Notwithstanding anything wishes to proceed with a lease to a third-party where the net-effective economic terms are not materially the same as those set forth in the First Refusal Notice or the fundamental non- economic terms are different from those set forth in the First Refusal Notice, Tenant’s rights to such First Refusal Space under this Section 1.4 shall renew, in which case the provisions of this Section 1.4 shall again be effective and Landlord shall again offer such First Refusal Space to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject pursuant to the terms hereof (and Tenant shall again have ten (10) days within which to respond). In the event Landlord does not lease such First Refusal Space pursuant to the foregoing sentence within a period of one hundred eighty (180) days commencing upon the expiration of the ten (10) day period, after which time, Tenant’s rights to such space under this Section 1.4 shall renew. Notwithstanding any provision contained in this Section 1.4, including Section 1.4.4.Tenant’s ongoing right of first refusal shall be subordinate to (x) Landlord’s right to occupy and use the First Refusal Space itself (or via any of its affiliates) (in its sole and absolute discretion), and (y) the rights of that certain current third-party tenant (the “Current Third-Party Tenant”) (and all affiliates thereof) with whom Landlord is presently negotiating a lease with respect to that certain space consisting of approximately 5,542 rentable square feet of space on the fifth (5th) floor of the Building commonly known as Suite 525 (“Suite 525”); provided, however, as of the date of this Lease, there are no additional superior right holders with respect to the First Refusal Space. If Landlord enters into (i) any lease of First Refusal Space (“Third Party Lease”) to any third party (“Third Party Tenant”) in accordance with the foregoing (i.e., after Tenant has been deemed not to have elected to exercise its rights pursuant to the terms hereof), or (ii) a lease of Suite 525 with the Current Third-Party Tenant (“Current TPT Lease”), Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in under this Section 1.4 shall be continuous throughout subordinate only to the Term rights of the Third Party Tenant under the Third Party Lease or the rights of the Current Third-Party Tenant under the Current TPT Lease (as the case may be) with respect to the space leased and encumbered pursuant to the provisions of the Third Party Lease or the Current TPT Lease (as the case may be) and all extensions and renewals of the Third Party Lease, but not any extension thereofor renewal of the Current TPT Lease. Notwithstanding the foregoing, (a) Landlord shall not enter into any Third Party Lease with respect to the Must-Take Space for a term that extends beyond September 1, 2013 or which includes any terms and conditions which would cause the Must-Take Commencement Date to extend beyond December 1, 2013 or otherwise impair Tenant’s right, and Landlord’s obligation, to lease the Must-Take Space in accordance with Section 1.3 of this Lease; and (b) the term of the Current TPT Lease shall not extend beyond January 31, 2016, nor shall the Current Third- Party Tenant have any right to renew or extend the Current TPT Lease that is superior to Tenant’s rights hereunder with respect to Suite 525.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability with respect to lease the entire space described in an Availability Available Notice, or, if the entire space described in an Available Notice consists of more than one (1) floor, if Tenant wishes to lease one or more floors described in such Available Notice, then within fifteen five (155) business days of delivery of such Availability Available Notice to Tenant, Tenant shall deliver notice to Affiliate Landlord of Tenant’s intention to lease the entire space (or one or more floors) described in such Available Notice; provided, however, if the Available Notice includes more than one (1) floor, then Tenant may elect to exercise its right of availability to lease with respect to one (1) or more floors contained in the entire space Available Notice; provided further that, (i) with respect to full floors described in such Availability an Available Notice, at Tenant may designate the rent, for number of full floors Tenant desires to lease (but no more than the termnumber included in the Available Notice), and upon Landlord shall have the other fundamental economic terms right to designate which specific full floors of the Available Space Tenant shall lease, so long as such floors are contiguous, and conditions(ii) with respect to any partial floors described in an Available Notice, includingif Tenant elects to lease such partial floor, but not limited toTenant must elect to lease all of the space offered on such floor (such floors that Tenant desires to Lease, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise NoticeAccepted Space”). If Tenant does not so notify Landlord within the fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free timely agrees to lease the space described in such Availability Available Notice, then Affiliate Landlord and Tenant shall, within five (5) business days after Affiliate Landlord’s receipt of Tenant’s notice, meet and discuss the lease of the space described in such Available Notice from Affiliate Landlord to Tenant (the “Available Meeting”). Affiliate Landlord and Tenant do not reach agreement as to the material economic terms of the lease of such space (including, without limitation, the Accepted Space Rent, operating expense and tax protection, if any, in the form of a base year (except for utilities and janitorial, which shall be paid separately from operating expenses), as well as other reasonable changes to the applicable lease as a result of such base year, and other material non-economic terms, including, without limitation, dog and bicycle ingress and egress as well bicycle storage) within ten (10) business days after the Available Meeting, then Affiliate Landlord, in its sole and absolute discretion, shall have the right to terminate negotiations with Tenant and to lease the space described in the Available Notice to anyone to whom Affiliate Landlord desires on any terms which Affiliate Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilitylease, if at all, with respect to all of the space offered by Affiliate Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect elect to any lease the space described in an Availability Available Notice or if Tenant fails to respond to an Availability Available Notice within fifteen five (155) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as rights set forth in this Section 1.4 1.3 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofAvailable Notice.
Appears in 1 contract
Sources: Office Lease (Unity Software Inc.)
Procedure for Acceptance. If Tenant wishes to exercise the Right of First Offer to Purchase, Tenant shall notify Landlord in writing ("Tenant’s right of availability with respect to the space described in an Availability 's Exercise Notice, then ") within fifteen ten (1510) business days following receipt of delivery of such Availability the Purchase Offer Notice to (the "Tenant's Notice Period"), Tenant shall deliver notice to Landlord of Tenant’s intention 's exercise of the Right of First Offer to exercise its right of availability with respect to the entire space described in such Availability NoticePurchase, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, as set forth in Sections 1.4.3the Purchase Offer Notice. Thereafter, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term period not to exceed thirty (an “30) days following Landlord's receipt of Tenant's Exercise Notice”, Landlord and Tenant shall proceed to attempt in good faith to negotiate a purchase and sale agreement (the "Purchase Agreement"), which Purchase Agreement shall include the terms set forth in the Purchase Offer Notice and terms otherwise agreed upon by Landlord and Tenant. If Tenant does not so notify Landlord within the fifteen (15i) business day period, then subject deliver Tenant's Exercise Notice as required hereunder prior to the expiration of Tenant's Notice Period, (ii) execute and deliver to Landlord a Purchase Agreement within thirty (30) days following Landlord's receipt of Tenant's Exercise Notice (the "Negotiation Period"), unless such failure is due to Landlord’s failure to negotiate in good faith, and (iii) deliver the Deposit to the escrow holder identified in the Purchase Agreement (the "Escrow Holder") concurrently with Tenant's delivery of the executed Purchase Agreement (collectively, items (i), (ii) and (iii), the "Post Exercise Transaction Requirements"), Landlord shall thereafter be free to sell the Building to any party thereafter on any terms elected by Landlord in its sole discretion. If Tenant timely delivers Tenant's Exercise Notice and timely satisfies the Post Exercise Transaction Requirements as required hereunder, Landlord shall promptly execute the Purchase Agreement and deliver the fully executed Purchase Agreement and Deposit to Escrow Holder. The Purchase Agreement shall be deemed to be effective as of Section 1.4.4the date of delivery to the Escrow Holder. Tenant shall thereafter have until the expiration of the Contingency Date stated in the Purchase Agreement, belowwithin which to (A) complete all due diligence reviews required by Tenant (which shall be conducted by Tenant, to the extent Tenant, in its sole and absolute discretion, elects to conduct such reviews, in accordance with the provisions of the Purchase Agreement), and to (B) irrevocably elect to proceed to purchase the Building. Closing shall occur on the Closing Date set forth in the Purchase Agreement. If Tenant does not irrevocably and in writing elect to terminate the Purchase Agreement prior to the expiration of the Contingency Date, effective as of the expiration of the Contingency Date, the Purchase Agreement shall continue in full force and effect. If terminated, Tenant shall be entitled to withdraw Tenant's Exercise Notice and receive an immediate refund of any Deposit then held by the Escrow Holder, Tenant and Landlord shall be relieved from all obligations thereunder, and Landlord shall be free to lease sell the space described in such Availability Notice Building to anyone to whom Landlord desires any party thereafter on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of the space offered elected by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise in its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4sole discretion., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Zeltiq Aesthetics Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen five (155) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice. If concurrently with Tenant’s exercise of the first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of fifteen (an “Exercise Notice”)15) days after Tenant’s exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant’s exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the five (5) day period, or, if Tenant exercises its first offer right but timely objects to Landlord’s determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresand Tenant’s right of first offer shall terminate as to the space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease (Genomatica Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right ------------------------ of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen five (155) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of fifteen (an “Exercise Notice”)15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the fifteen five (155) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Office Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen five (155) business days of after delivery of such Availability the First Refusal Notice to TenantTenant (the “Election Date”), Tenant shall deliver written notice to Landlord of (“Tenant’s intention Election Notice”) pursuant to exercise its right of availability with respect which Tenant shall elect either to (i) lease the entire space described in such Availability Notice, at the rent, for the term, and First Refusal Notice upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Terms set forth in Sections 1.4.3the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, 1.4.5 in which event Landlord may lease such space to any person or entity on any terms Landlord desires and 1.4.6 below Tenant’s right of first refusal with respect to the First Right Space specified in Landlord’s First Refusal Notice shall thereupon terminate and for be of no further force or effect, provided, however, that in the event Landlord desires to lease the First Refusal Space to another person or entity on Terms which are “More Favorable” than those Terms proposed by Landlord in the First Refusal Notice, Landlord will again be obligated to deliver a First Refusal Notice to Tenant containing such revised Terms and Tenant will thereafter have three (3) business days to deliver Tenant’s Election Notice as set forth above. The term “More Favorable” means an effective rental rate (determined by blending all concessions on a straight line basis over the proposed term) that is coterminous with more than four percent (4%) less than the Term (an “Exercise effective rental rate identified in the First Refusal Notice”). If Tenant does not so notify Landlord within respond in writing to Landlord’s First Refusal Notice by the fifteen (15) business day periodElection Date, then subject to the terms of Section 1.4.4, below, Landlord Tenant shall be free deemed to lease have elected the space option described in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desiresclause (ii) above. Notwithstanding anything herein to the contrary contained hereincontrary, Tenant must elect to may only exercise its right of availability, if at all, first refusal with respect to all of the space offered by Landlord to Tenant at any particular timedescribed in the First Refusal Notice, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease (Genomatica Inc)
Procedure for Acceptance. If Tenant wishes to exercise the First Opportunity to Purchase, Tenant shall notify Landlord in writing ("Tenant’s right 's Exercise Notice") on or before 4:00 p.m. Pacific Time on the thirtieth (30th) day following Tenant's receipt of availability with respect to the space described in an Availability First Opportunity Notice, or if such 30th day falls on a weekend or state or national holiday, then the next business day (the "Tenant's Notice Period"), of Tenant's exercise of the First Opportunity to Purchase at the Offered Purchase Price. Upon Landlord's receipt of Tenant's Exercise Notice, Landlord and Tenant shall use their reasonable good faith efforts to sign and deliver a purchase and sale agreement (the "Purchase Agreement") within fifteen (15) business days of Tenant's delivery of such Availability Notice to the Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability with respect to the entire space described in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “'s Exercise Notice”). If (i) Tenant does not so notify Landlord timely deliver Tenant's Exercise Notice within the fifteen Tenant's Notice Period, or (15ii) business day period, then subject to Tenant timely delivers Tenant's Exercise Notice within the terms of Section 1.4.4, below, Tenant's Notice Period but Landlord shall be free to lease the space described in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect fail, working in good faith, to lease only sign and deliver a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice Purchase Agreement within fifteen (15) business days of following the delivery thereofTenant's Exercise Notice, then subject Landlord shall thereafter be free to sell the Project to any party thereafter on any terms of this Section 1.4, including Section 1.4.4elected by Landlord in its sole discretion., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease Agreement (Penumbra Inc)
Procedure for Acceptance. If Tenant Sub-Subtenant wishes to exercise TenantSub-Subtenant’s right of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen seven (157) business days of after delivery of such Availability the First Refusal Notice to TenantSub-Subtenant (the “Election Date”), Tenant Sub-Subtenant shall deliver written notice to Landlord of TenantSub-Sublandlord (“Sub-Subtenant’s intention Election Notice”) pursuant to exercise its right of availability with respect which Sub-Subtenant shall elect either to (i) lease the entire space described in such Availability Notice, at the rent, for the term, and First Refusal Notice upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, LOI Terms set forth in Sections 1.4.3the First Refusal Notice or (ii) refuse to lease such space identified in the First Refusal Notice, 1.4.5 in which event Sub-Sublandlord may lease such space to any person or entity on any terms that Sublandlord desires; provided, that (1) the space leased to such person or entity shall not be materially different than the space identified in the First Refusal Notice and 1.4.6 below and for a term that (2) the rental rate is coterminous with not less than ninety percent (90%) of the Term rental rate listed in the First Refusal Notice (an such terms, the “Exercise NoticePermitted Leasing Terms”). If Tenant Sub-Subtenant does not so notify Landlord within respond in writing to Sub-Sublandlord's First Refusal Notice by the fifteen (15) business day periodElection Date, then subject to the terms of Section 1.4.4, below, Landlord Sub-Subtenant shall be free deemed to lease have elected the space option described in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desiresclause (ii) above. Notwithstanding anything herein to the contrary contained hereincontrary, Tenant must elect to Sub-Subtenant may only exercise its right of availability, if at all, first refusal with respect to all of the space offered by Landlord to Tenant at any particular timedescribed in the First Refusal Notice, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right Time is of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability the essence for the delivery of the Sub-Subtenant’s Election Notice within fifteen seven (157) business days of after delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability First Refusal Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofto Sub-Subtenant.
Appears in 1 contract
Procedure for Acceptance. If On or before the date which is ten (10) days after Tenant’s receipt of a Landlord’s First Offer Notice (the “First Offer Election Date”), Tenant wishes shall deliver a written notice to exercise Landlord (“Tenant’s First Offer Election Notice”) pursuant to which Tenant shall elect either to: (i) lease the entire First Offer Space described in such Landlord’s First Offer Notice upon the Economic Terms set forth in such Landlord’s First Offer Notice and the same non-Economic Terms as set forth in this Lease; or (ii) refuse to lease the entire First Offer Space identified in Landlord’s First Offer Notice (the “Rejected First Offer Space”), in which event Tenant’s right of availability first offer with respect to the space described in an Availability NoticeRejected First Offer Space shall thereupon automatically terminate and be of no further force or effect (subject, then within fifteen (15) business days however to the provisions of delivery Section 1.4.4 below), and Landlord may thereafter lease all or any portion of such Availability Notice Rejected First Offer Space to Tenantany person or entity on any terms Landlord desires (subject, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability with respect however to the entire space described in such Availability Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”provisions of Section 1.4.4 below). If Tenant does not so notify Landlord within respond in writing to Landlord’s First Offer Notice by the fifteen (15) business day periodFirst Offer Election Date, then subject to the terms of Section 1.4.4, below, Landlord Tenant shall be free deemed to have elected the option described in clause (ii) hereinabove. If Tenant timely delivers to Landlord Tenant’s First Offer Election Notice as described in clause (i) hereinabove, then Tenant shall lease the space described applicable First Offer Space identified in such Availability Landlord’s First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresupon the Economic Terms contained therein and the non-Economic Terms set forth in this Lease. Notwithstanding anything in this Section 1.4 to the contrary contained hereincontrary, Tenant must elect to exercise its Landlord acknowledges and agrees that Tenant’s right of availability, if at all, with respect first offer to all of the space offered lease any applicable First Offer Space not previously identified in any Landlord’s First Offer Notice delivered by Landlord to Tenant at any particular time, and Tenant may shall not elect terminate as a result of Tenant’s election or deemed election to refuse to lease only any other applicable First Offer Space so identified in a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4subsequent Landlord’s First Offer Notice., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (United Online Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's ------------------------ right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen five (155) business days of after delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s 's intention to exercise its right of availability first offer with respect to the entire space described in such Availability the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, at Tenant notifies Landlord that it does not accept the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 Landlord and 1.4.6 below and Tenant shall, for a term that is coterminous with the Term period of fifteen (an “Exercise Notice”)15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the fifteen five (155) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant's right of first offer shall terminate as to the First Offer Space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If In the event Tenant does not exercise exercises its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject first offer pursuant to the terms of this Section 1.410, including the parties shall execute an amendment adding the First Offer Space to the Premises and all terms and conditions of the Lease shall apply to the First Offer Space, except to the extent inconsistent with the Economic Terms. In addition, in the event the First Offer Space is added to the Premises, Tenant shall increase the Stated Amount of the Letter of Credit required to be maintained by Tenant pursuant to Section 1.4.4.7 above (or post an additional Letter of Credit, Tenant’s right of availability as set forth in this Section 1.4 shall terminate as subject to all terms and conditions of Section 7 above) by (or in) an amount equal to $61.75 multiplied by the space described number of rentable square feet in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofFirst Offer Space.
Appears in 1 contract
Sources: Lease (Plumtree Software Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s 's right of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen five (155) business days of (in the event the First Refusal Notice pertains to space on the fourth (4th) floor) or three (3) business days (in the event the First Refusal Notice pertains to space on the fifth (5th) floor) after delivery of such Availability the First Refusal Notice to TenantTenant ("Election Date"), Tenant shall deliver an unconditional, irrevocable notice to Landlord of Tenant’s intention to 's exercise of its right of availability first refusal with respect to the entire space described in such Availability Notice, at the rent, for First Refusal Notice and on the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)First Refusal Economic Terms contained therein. If Tenant does not so notify Landlord exercise its right of first refusal within the fifteen applicable time period (15) business day periodon all of the First Refusal Economic Terms), then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first refusal with respect to the space described in the First Refusal Space shall, notwithstanding anything in this Lease to the contrary, automatically terminate and this Section 1.4 shall be deemed null and void and of no further force or effect. If Tenant does not exercise its right of first refusal within the applicable time period (on all of the First Refusal Economic Terms), then Landlord shall, for a period of six (6) months, be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant ("Second Chance Notice") providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety percent (90%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant's failure to elect to lease the First Refusal Space upon such more favorable First Refusal 843078.08/SD374622-00033/8-4-16/MLT/dek -3- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.] Economic Terms by written notice to Landlord within three (3) business days after Tenant's receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant's election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on any terms Landlord desires. Notwithstanding anything above to the contrary, in no event shall Landlord be obligated to provide Tenant with a Second Chance Notice if, at the time Landlord would otherwise be obligated to provide such Second Chance Notice to Tenant, the prospective third party tenant has an S&P credit rating equal to or greater than "BBB"; provided, however, in the event that Tenant's S&P credit rating is "BBB" or better, then the S&P credit rating of such prospective third party tenant shall not affect Landlord's obligation to provide Tenant with the Second Chance Notice (and Landlord shall provide such Second Chance Notice to Tenant in the event the First Refusal Economic Terms are materially favorable to such third party tenant than the First Refusal Economic Term offered to Tenant).' Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect thereof or object to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofFirst Refusal Economic Terms.
Appears in 1 contract
Sources: Lease (Achaogen Inc)
Procedure for Acceptance. If On or before the date which is seven (7) business days after Tenant’s receipt of the First Offer Notice (the “Election Date”), Tenant wishes shall deliver written notice to exercise Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire First Offer Space described in the First Offer Notice upon the Economic Terms set forth in the First Offer Notice and the same non-Economic Terms as set forth in the Lease (as then amended), (ii) refuse to lease such First Offer Space identified in the First Offer Notice, specifying that such refusal is not based upon the Economic Terms set forth by Landlord in the First Offer Notice, but upon Tenant’s lack of need for such First Offer Space, in which event Landlord may lease such First Offer Space to any entity on any terms Landlord desires (the “Subsequent Lease”) and Tenant’s right of availability first offer with respect to the First Offer Space specified in Landlord’s First Offer Notice shall thereupon terminate and be of no further force or effect until such space described in an Availability Notice, then within fifteen (15) business days once again becomes available after expiration of delivery the Subsequent Lease including any renewal or extension of such Availability Notice Subsequent Lease, whether or not such renewal or extension is pursuant to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability with respect to the entire space described an express written provision in such Availability Notice, at the rent, for the termSubsequent Lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease, or (iii) refuse to lease the First Offer Space, specifying that such refusal is based upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms set forth in Sections 1.4.3the First Offer Notice, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”)in which event Tenant shall also specify in Tenant’s Election Notice revised Economic Terms upon which Tenant would be willing to lease such First Offer Space from Landlord. If Tenant does not so respond in writing to Landlord’s First Offer Notice by the Election Date, Tenant shall be deemed to have elected the option described in clause (b)(ii) above. If Tenant timely delivers to Landlord Tenant’s Election Notice pursuant to clause (b)(iii) above, Landlord may elect either to: (A) lease such First Offer Space to Tenant upon the revised Economic Terms specified by Tenant in Tenant’s Election Notice, and the same non-Economic Terms as set forth in the Lease (as then amended); or (B) lease the First Offer Space to any person or entity upon any terms Landlord desires; provided, however, if the Economic Terms of Landlord’s proposed lease to said third party are less favorable to Landlord than those Economic Terms proposed by Tenant in Tenant’s Election Notice, before entering into such third party lease, Landlord shall notify Tenant (and deliver a courtesy copy to CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., Attn: ▇▇▇▇ ▇▇▇▇, on any such notice) of such less favorable Economic Terms and Tenant shall have the right to lease the First Offer Space upon such less favorable Economic Terms by delivering written notice thereof to Landlord within the fifteen five (155) business days after Tenant’s receipt of Landlord’s notice. If Tenant does not elect to lease such space from Landlord within said five (5) business day period, then subject Tenant shall be deemed to have elected the option described in clause (b)(ii) above. In determining whether the Economic Terms of Landlord’s proposed lease to a third party are less favorable to Landlord than those Economic Terms proposed by Tenant in Tenant’s Election Notice, all concessions shall be blended into an effective rental rate over the term of the proposed lease to said third party and such effective rental rate shall be compared with the effective rental rate of the Economic Terms proposed by Tenant in Tenant’s Election Notice, and the Economic Terms of Landlord’s proposed lease to the terms third party shall only be deemed less favorable to Landlord if the effective rental rate of Section 1.4.4, below, Landlord shall be free to the proposed lease the space described in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all third party is less than ninety percent (90%) of the space offered effective rental rate of the Economic Terms proposed by Tenant in Tenant’s Election Notice. The effective rental rate shall mean the rental amount to be paid to Landlord, taking into account any free rent, tenant improvement expenses or allowances to be incurred by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereofother monetary concessions granted by Landlord.
Appears in 1 contract
Sources: Standard Office Lease (Investment Technology Group Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of availability with respect First Refusal upon the Economic Terms set forth in the bona-fide third-party offer attached to the space described in an Availability First Refusal Notice, then within fifteen five (155) business days of delivery of such Availability First Refusal Notice to Tenant, Tenant shall deliver written notice to Landlord of irrevocable exercising Tenant’s intention to exercise of its right Right of availability First Refusal with respect to the entire space described subject First Refusal Space on the Economic Terms contained in such Availability the bona-fide third-party offer attached to the First Refusal Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify Landlord within the fifteen such five (155) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to negotiate and enter into a lease for the subject First Refusal Space with the Third Party upon any terms that Landlord desires (subject to this Section 7.2), and Tenant’s continuing Right of First Refusal for such space shall thereafter arise only following the expiration or earlier termination of any such lease (including renewals thereof which arise from an express written provision in such tenant’s lease (but irrespective of whether any such renewals are executed strictly in accordance with their terms, provided that the lease term of any such renewal right shall not be modified)). Additionally, Tenant hereby acknowledges and agrees that the Third Party with whom Landlord enters into a subsequent lease for the subject First Refusal Space shall, with respect to any and all “Qualified Expansions” (defined below) (but irrespective of whether any such Qualified Expansions are executed strictly in accordance with their terms, provided that the space described subject to such Qualified Expansions shall not be modified) be deemed a Superior Right Holder for purposes of this Section 7. “Qualified Expansions” shall mean any expansion, first negotiation, first offer, first refusal or similar rights set forth in the Economic Terms presented to Tenant and in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desiresThird Party’s subsequent lease of the subject First Refusal Space. Notwithstanding anything any provision to the contrary contained herein, Tenant must elect to exercise its right of availability, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.47.2 above, including Section 1.4.4., TenantLandlord’s right final form of availability as lease with the Third Party must contain Economic Terms that are not more than five percent (5%) more favorable than those Economic Terms set forth in this Section 1.4 the bona-fide third party offer attached to the First Refusal Notice. If, however, such subsequent lease with the Third Party contains Economic Terms that are more than five percent (5%) more favorable than those Economic Terms set forth in the bona-fide third party offer attached to the First Refusal Notice, then before entering into such lease with the Third Party, Landlord shall terminate as notify Tenant of such more favorable Economic Terms (the “Subsequent Notice’); thereupon, Tenant shall have the right to all of lease the space described First Refusal Space upon the terms set forth in such Availability Subsequent Notice until the space again becomes available by delivering written notice thereof to Landlord within five (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof5) days after Tenant’s receipt of Landlord’s notice.
Appears in 1 contract
Sources: Office Lease (Yelp! Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of availability First Offer with respect to the space Offer Space described in an Availability a First Offer Notice, then within fifteen on or before that date (15the “First Offer Exercise Date”) that is five (5) business days of following delivery of such Availability First Offer Notice to Tenant, Tenant shall deliver written notice to Landlord (“First Offer Exercise Notice”) irrevocably exercising its Right of Tenant’s intention to exercise its right of availability First Offer with respect to the entire space Offer Space described in such Availability First Offer Notice on the terms contained in such First Offer Notice, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Notice”). If Tenant does not so notify timely deliver a First Offer Exercise Notice to Landlord within on or before the fifteen (15) business day periodFirst Offer Exercise Date, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant shall have no further rights under this Section 1.3 with respect to the particular space described in such First Offer Notice; provided, however, if Landlord desires to enter into a lease of such Offer Space with a prospective tenant within two hundred seventy (270) days following the relevant First Offer Exercise Date, but such lease would be on Economic Terms (as defined below) that are more than ten percent (10%) more favorable to such prospective tenant than the most favorable Economic Terms offered by Landlord to Tenant, then, Landlord shall deliver another First Offer Notice to Tenant with respect to such Offer Space, which First Offer Notice shall contain the more favorable Economic Terms prior to entering into a lease of such Offer Space. As used in this Section 1.3, “Economic Terms” shall refer to the following terms, which for purposes of comparison shall be aggregated to determine a net effective rent: (A) the fixed rental rate and any applicable escalations thereto (including the intervals and rates of such escalations); (B) all applicable terms related to operating expense and tax reimbursements (e.g., any “base year” or “expense stop” applicable thereto); (C) the amount of any tenant improvement allowance or the value of any work to be performed by Landlord in connection with the lease of such Offer Space (which amount is a deduction from the cost to Tenant or such other party); and (D) the amount of free rent (which amount is a deduction from the cost to Tenant or such other party). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right Right of availabilityFirst Offer, if at all, with respect to all of the space particular Offer Space offered by Landlord to Tenant at any particular time, pursuant to a First Offer Notice and Tenant may not elect to lease only a portion thereofof such Offer Space. If Tenant does not exercise its right Time is of availability the essence with respect to the giving of any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4First Offer Exercise Notice., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (ZS Pharma, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability NoticeFirst Offer Space, then within fifteen ten (1510) business days of delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of availability first offer with respect to the entire space described in such Availability Notice, at First Offer Space (the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise Acceptance Notice”). If Tenant does not so notify Landlord elect to exercise its right to lease the First Offer Space within such ten (10) day period (the fifteen (15) business day period“Exercise Period”), then subject Landlord may lease the First Offer Space to any third party it chooses without liability to Tenant on terms that are not Substantially More Favorable Terms (as defined below); provided, however, if Landlord does not execute a binding lease document (on terms that are not Substantially More Favorable Terms) within one hundred eighty (180) days from expiration of the terms Exercise Period, then Landlord must deliver a new First Offer Notice to Tenant prior to entering into a lease agreement with respect to any of Section 1.4.4, below, Landlord shall be free to lease the space described in the First Offer Notice, and the procedures set forth in this Section 11.3 shall apply to such Availability new First Offer Notice. “Substantially More Favorable Terms” shall mean the average “net effective rent” (defined below) offered to the potential tenant is less than ninety-five percent (95%) of the average net effective rent set forth in the First Offer Notice. The term “net effective rent” shall mean the net rental amount to be paid to Landlord, taking into account any tenant improvement expenses and allowances to be incurred by Landlord and any free rent or other monetary concessions granted by Landlord (amortized on a straight-line basis over the life of the lease term proposed under the First Offer Notice or the terms offered to anyone to whom Landlord desires on any terms Landlord desiresthe potential tenant, as applicable). Notwithstanding anything to the contrary contained herein, each time Tenant receives a First Offer Notice from Landlord, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timeFirst Offer Space described in the First Offer Notice, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (TrueCar, Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first offer with respect to the space described in an Availability the First Offer Notice, then within fifteen ten (1510) business days of delivery of such Availability the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the “First Offer Exercise Notice”) of Tenant’s intention election to exercise its right of availability first offer with respect to the entire space described in the First Offer Notice on the terms contained in such Availability notice, provided that Tenant may, at its option and as part of such First Offer Exercise Notice, at object to the rentFirst Offer Rent contained in the First Offer Notice, for in which case the termparties shall follow the procedure, and upon the other fundamental economic terms and conditionsFirst Offer Rent shall be determined, including, but not limited to, rental concessions and improvement allowances, as set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with Section 2.2 of the Term (an “Exercise Notice”)Lease. If Tenant does not so notify Landlord timely deliver the First Offer Exercise Notice within the fifteen such ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, Landlord shall not lease such First Offer Space to a third party on Key Economic Terms less than ninety-five percent (95%) as favorable to Landlord as the Key Economic Terms offered in such First Offer Notice to Tenant, without first providing Tenant with a new First Offer Notice (the “Additional Notice”) on such reduced Key Economic Terms in accordance with the terms, provisions and procedures set forth in this Section 5.2.; provided, however, in connection with the foregoing analysis, the Key Economic Terms shall collectively be determined on a net effective basis (e.g., an “apples” to “apples” basis). If Tenant thereafter wishes to exercise its right of first offer with respect to the Additional Notice, Tenant shall deliver the First Offer Exercise Notice to Landlord within ten (10) business days of delivery of such Additional Notice to Tenant (which procedure shall be repeated until Landlord enters into a lease or lease amendment with respect to such First Offer Space which does not require Landlord to deliver another Additional Notice to Tenant pursuant to the terms hereof or Tenant timely exercises such right of first offer, as applicable). In addition, in the event an Intervening Lease is not entered into within nine (9) months following the expiration of such ten (10) business day period, then Tenant shall again be eligible to receive a First Offer Notice for the applicable First Offer Space. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst offer, if at all, with respect to all of the identified space offered by Landlord to Tenant at under any particular timecorresponding First Offer Exercise Notice, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first refusal with respect to the space described in an Availability the First Refusal Notice, then within fifteen ten (1510) business days of after delivery of such Availability the First Refusal Notice to Tenant, Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant’s intention to exercise of its right of availability first refusal with respect to the entire space described in such Availability the First Refusal Notice, at and the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, Economic Terms shall be as set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “Exercise First Refusal Notice”). If Tenant does not so notify Landlord unconditionally exercise its right of first refusal within the fifteen ten (1510) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desiresdesires and Tenant’s right of first refusal shall terminate as to the First Refusal Space described in the First Refusal Notice; provided, however, that if Landlord intends to enter into a lease upon Economic Terms which are more than ten percent (10%) more favorable to a third (3rd) party tenant than those Economic Terms proposed by Landlord in the First Refusal Notice, Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease such First Refusal Space on such more favorable Economic Terms. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable Economic Terms by written notice to Landlord within three (3) business days after Tena▇▇’▇ ▇eceipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Notice. Furthermore, if Landlord fails to enter into a lease with a third (3rd) party for such First Refusal Space within six (6) months after the date of the First Refusal Notice, Landlord shall again be obligated to provided Tenant with a First Refusal Notice and the procedure described herein shall be repeated prior to Landlord’s lease of such First Refusal Space to a third (3rd) party. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 2.4.2 above, Tenant shall have a continuing right of first refusal to lease such First Refusal Space after the expiration or earlier termination of such third (3rd) party lease, and the new third (3rd) party lease for such First Refusal Space shall be deemed to be a Superior Lease, and Tenant’s continuing right of first refusal shall thereafter be subject the Superior Rights associated with such Superior Lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of availabilityfirst refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15) business days of delivery thereof, then subject thereof unless Landlord expressly provides to the terms of this Section 1.4, including Section 1.4.4contrary in the applicable First Refusal Notice., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Office Lease (Dexcom Inc)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right Right of availability First Refusal with respect to the space applicable First Refusal Space described in an Availability the First Refusal Notice, then within fifteen (15) five business days of after delivery of such Availability the First Refusal Notice to Tenant, Tenant shall deliver written notice to Landlord of Tenant’s intention to exercise of its right of availability first refusal with respect to the entire space First Refusal Space described in such Availability Noticethe First Refusal Notice on the Bona Fide Offer Terms (each, at the rent, for the term, and upon the other fundamental economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous with the Term (an “ROFR Exercise Notice”). If Tenant does not so notify Landlord within the fifteen (15) business day period, then subject to the terms of Section 1.4.4, below, Landlord shall be free to lease the space described in such Availability Notice to anyone to whom Landlord desires on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right Right of availabilityFirst Refusal, if at all, with respect to all of the space First Refusal Space offered by Landlord to Tenant at any particular time, and in the First Refusal Notice. Tenant may not elect to lease only a portion thereofof the space offered in the First Refusal Notice, even if the space described in the First Refusal Notice comprises an area larger than the First Refusal Space or an area that does not comprise the entire First Refusal Space. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice so notify Landlord within fifteen (15) the 5-business days of delivery thereofday period, then subject Landlord shall be free to lease the First Refusal Space offered to Tenant in the First Refusal Notice to the unaffiliated third party on the applicable Bona Fide Offer Terms; provided, however, that in the event the economic terms of the deal with such unaffiliated third party change such that the economic terms (inclusive of tenant improvement allowance, rent concessions, etc.) is decreased by 10% or more, Landlord shall once again offer such First Refusal Space to Tenant on the new economic terms in accordance with this Section 1.4, including Section 1.4.431., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into an Interim Lease and such Interim Lease expires or is terminated early). The rights in this Section 1.4 shall be continuous throughout the Term and any extension thereof.
Appears in 1 contract
Sources: Lease Agreement (DMC Global Inc.)
Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of availability first refusal with respect to the space First Refusal Space described in an Availability the First Refusal Notice, then within fifteen ten (1510) business days of after ▇▇▇▇▇▇▇▇’s delivery of such Availability First Refusal Notice to TenantTenant (the "Exercise Period”), Tenant shall deliver written notice to Landlord of Tenant’s intention to exercise of its right of availability first refusal with respect to all of the entire space First Refusal Space described in such Availability Notice, at First Refusal Notice on the rent, for Economic Terms contained in such First Refusal Notice and the term, and upon the other fundamental non-economic terms and conditions, including, but not limited to, rental concessions and improvement allowances, set forth in Sections 1.4.3, 1.4.5 and 1.4.6 below and for a term that is coterminous this Lease to the extent not modified by or inconsistent with the Term (an “Exercise Notice”)this Section 1.5. If Tenant does not so notify Landlord within the fifteen such ten (1510) business day periodperiod of Tenant’s exercise of its first refusal right, then subject to the terms of Section 1.4.4, below, Landlord shall be free to negotiate and enter into a lease for such First Refusal Space with the space described in such Availability Notice third party (or its affiliate) that made the Acceptable Third Party Offer to anyone to whom Landlord desires on upon any terms Landlord desires. Notwithstanding anything ; provided, however, that (i) if the Economic Terms of Landlord’s proposed lease to such third party (or its affiliate) are more than five percent (5%) more favorable to such third party (or its affiliate) than those Economic Terms proposed by Landlord in the First Refusal Notice, and such proposed lease is to be entered into prior to the contrary contained end of the First Refusal Period, then before entering into such third party lease, Landlord shall notify Tenant of such materially more favorable Economic Terms and Tenant shall again have the right to lease such First Refusal Space upon such more favorable Economic Terms exercisable by delivering written notice thereof to Landlord within ten (10) business days after ▇▇▇▇▇▇’s receipt of Landlord’s notice; and (ii) Landlord shall have no right to lease to any third party any First Refusal Space identified in Landlord’s First Refusal Space that is located on the sixth (6th) floor of the Building unless the sixth (6th) floor of Building D is under a lease to any third party; provided, however, the restriction in this clause (ii) shall (A) not apply during the period of time that the available space on the sixth (6th) floor of Building D that is not then under a lease is not of sufficient size to meet the space requirements of the prospective third party tenant identified in the Acceptable Third Party Offer, (B) not apply at any time after the Lease Commencement Date that the Original Tenant and any Affiliate assignees and subtenants fail to collectively be in physical occupancy and possession of at least two (2) full floors of the Building leased by Tenant under this Lease, (C) no longer apply if Building D is not owned by the original Landlord executing this Lease (the “Original Landlord”) or an Original Landlord Affiliate (as defined below), and (D) no longer apply if Building D is no longer managed or operated as an office building. As used herein, Tenant must elect an “Original Landlord Affiliate” shall mean any parent or subsidiary of the Original Landlord, or any person or entity which controls, is controlled by, or is under common control with the Original Landlord (with “control” to exercise its be defined as set forth in Section 14.7 below). Tenant’s right of availability, if at all, with respect first refusal to all of the space offered lease any First Refusal Space not previously identified in any First Refusal Notice delivered by Landlord to Tenant shall not terminate as a result of Tenant’s failure to timely exercise its first refusal right herein to lease any other First Refusal Space so identified in a First Refusal Notice at any particular that time, and Tenant may shall continue (but not elect to lease only a portion thereof. If Tenant does not exercise its right of availability with respect to any space described in an Availability Notice or if Tenant fails to respond to an Availability Notice within fifteen (15beyond the First Refusal Period) business days of delivery thereof, then subject to the terms of this Section 1.4, including Section 1.4.4., Tenant’s right of availability as set forth in this Section 1.4 shall terminate as to all of the space described in such Availability Notice until the space again becomes available (i.e., until such time as Landlord enters into receives an Interim Lease and Acceptable Third Party Offer for such Interim Lease expires or is terminated early). The rights space as provided above in this Section 1.4, in which case the foregoing procedures of this Section 1.4 shall be continuous throughout the Term and any extension thereofapply with respect to such non-previously identified First Refusal Space.
Appears in 1 contract
Sources: Office Lease (Intuit Inc)