Early termination right clause samples

On August 4, 2020, the EmeryStation landlord provided written notice to the Company pursuant to the amendment to the EmeryStation lease described above that it is exercising its early termination right. Therefore, both the EmeryStation lease and the Sublease Agreement will terminate as of August 31, 2020.

Tenant understands and acknowledges that Landlord and Zymergen are negotiating a potential lease under which Zymergen would lease from Landlord a portion of the Premises (the Zymergen Retained Space”, as such is more specifically defined in Exhibit A hereto) for a term commencing September 1, 2020, upon the expiration of the Lease assuming Landlord has elected to use its Early Termination Right. Landlord shall have the right to determine, in its sole and absolute discretion, whether or not it will enter into such a sublease with Zymergen for the Zymergen Retained Space, and is under no obligation to do so.

3.Early Termination Right. Tenant shall have the one-time right to terminate this Lease effective as of the last day of the 36th month of the Seventh Extended Term if the Landlord is unable to accommodate Tenant’s growth by at least fifty percent (50%) by finding a different property which is price competitive and which provides for medical device and drug compliance in a cost effective manner (this right, the “Early Termination Right”). Tenant shall give Landlord at least nine (9) months prior written notice thereof if Tenant chooses to exercise its Early Termination Right. After Tenant provides notice to Landlord, then Landlord will have three months to provide potential, alternative spaces to Tenant to evaluate. If Tenant exercises its Early Termination Right, it shall not be subject to a termination penalty, and the Lease shall terminate and the parties shall have no further duties and obligations under the Lease or otherwise, except for those obligations that expressly survive termination. If Tenant does not exercise its Early Termination Right, the Lease shall remain in full force and effect for the remainder of the Seventh Extended Term.

5.1Early Termination Right.Notwithstanding anything to the contrary in the Lease as heretofore amended and under this Fifth Amendment, Tenant shall have the right in its sole and absolute discretion to terminate this Lease effective on a date of Tenant’s choosing which must occur, if at all, on or after December 31, 2019 (the ”Early Termination Date”) upon prior written notice given to Landlord upon not less that six (6) months prior to the Early Termination Date specified in Tenant’s notice of termination (the “Termination Notice”).In no event shall Tenant have the right to deliver the Termination Notice to Landlord earlier than April1, 2019.If Tenant elects to give Landlord such a Termination Notice, the Lease shall terminate on the specified Early Termination Date with the same effect as if the Term of the Lease had expired on the Early Termination Date, and Tenant agrees to observe all the terms of the Lease regarding vacation and condition of the Premises upon expiration of the Term in any such case.In consideration of the termination right granted to Tenant hereunder, Tenant agrees to pay to Landlord on the date Tenant delivers its Termination Notice a termination fee equal to the aggregate sum of (a)One Hundred Forty‑Six Thousand Eight Hundred Thirty Dollars and Sixty‑Eight Cents ($146,830.68) plus (b)“Unamortized Costs” consisting of the remaining balance of unamortized tenant improvement and leasing commission costs amortized at a rate of 6.0% per annum (collectively the “Termination Fee”).Within thirty (30) days after final completion of Landlord’s Work in the Premises, Landlord shall deliver to Tenant a schedule of the Unamortized Costs applicable to the remainder of the Extension Term.Tenant’s payment of the Termination Fee when and as required under this ¶5.1 is an express condition precedent to Tenant’s effective exercise of its termination option hereunder; and if Tenant fails to exercise its early termination right when and as provided hereunder, including timely payment of the Termination Fee, Tenant’s exercise of its early termination right shall be void and of no effect, and the Lease shall remain in effect as if Tenant had not attempted the exercise of its early termination right.Time is of the essence of this ¶5.1.

As part of that program, on July 28, 2020, GE Oil & Gas US Holdings I, Inc. (the “Stockholder”) entered into a master confirmation (the “Master Confirmation”) with Citibank, N.A. (the “Dealer”) that enables the Stockholder to enter into averaging share forward transactions (any such transaction, a “Forward Transaction”) from time to time with respect to shares of Class A Common Stock. The Master Confirmation provides for the Stockholder to sell and deliver up to a specified number of shares of Class A Common Stock to the Dealer following the end of a calculation period at a price determined at the end of the calculation period based on the volume weighted average price of transactions in the Class A Common Stock in the United States, weighted and adjusted as provided in the Master Confirmation. The number of shares to be delivered by the Stockholder under any Forward Transaction will be based on the Dealer’s hedging sales over the calculation period. The Dealer’s hedging sales will be subject to certain price and volume parameters. The Stockholder will settle any Forward Transaction by delivery of shares promptly following the end of the calculation period unless it elects cash settlement. The Stockholder retains an early termination right. The maximum number of shares that could be delivered under any Forward Transaction will be the number of shares that can be sold under Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended. The number of shares and other terms of any Forward Transaction will be set forth in a supplement to the Master Confirmation in the form attached to the Master Confirmation.

1.6. Allowance. Landlord shall provide an allowance to Tenant of $100,000.00 (the “Exterior Allowance”) to reimburse Tenant for costs of improvements for a grade-level pedestrian connection to the Building, with walks, canopies, lighting, seating, snow melt, and other aesthetic features and improvements as mutually designed by Tenant and Landlord, provided that such improvements are completed by Tenant during the period commencing January 1, 2019 and ending December 1, 2020. In addition, Landlord shall provide an additional allowance to Tenant of $10.00 per square foot (the “Interior Allowance”) to reimburse Tenant for costs of improvements for interior features and improvements as proposes and mutually agreed upon by Tenant and Landlord, provided that such improvements are completed by Tenant during the period commencing January 1, 2019 and ending December 1, 2020, and provided further that Tenant has not theretofore exercised its Early Termination Right. Such improvements shall be performed in compliance with the provisions of this Lease, and the Interior Allowance and Exterior Allowance, as applicable, shall be disbursed to Tenant within thirty (30) days following Landlord’s confirmation that the relevant improvements have been completed in accordance with plans and specifications approved by Landlord, and receipt by Landlord of Tenant’s verification of costs and all applicable releases and waivers of liens.

4.1 Early Termination Right. Notwithstanding anything to the contrary in the Lease as heretofore amended and under this Fourth Amendment, Tenant shall have the right in its sole and absolute discretion to terminate this Lease effective on June 30, 2017 (the ”Early Termination Date”) upon prior written notice given to Landlord no later than 5:00 p.m. on March 1, 2017 (the “Termination Notice”). If Tenant elects to give Landlord such a Termination Notice, the Lease shall terminate on the Early Termination Date with the same effect as if the Term of the Lease had expired on the Early Termination Date, and Tenant agrees to observe all the terms of the Lease regarding vacation and condition of the Premises upon expiration of the Term in any such case. In consideration of the termination right granted to Tenant hereunder, Tenant agrees to pay to Landlord on the date Tenant delivers its Termination Notice a termination fee equal to Fifty Thousand Dollars ($50,000.00) (the “Termination Fee”). Tenant’s payment of the Termination Fee when and as required under this 4.1 is an express condition precedent to Tenant’s effective exercise of its termination option hereunder; and if Tenant fails to exercise its termination option when and as provided hereunder, including timely payment of the Termination Fee, Tenant’s exercise of its termination option shall be void and of no effect, and the Lease shall remain in effect as if Tenant had not attempted the exercise of its termination option.Time is of the essence of this 4.1.

2.3.3 Expiration of Early Termination Right. The Early Termination Right shall terminate and be of no further force or effect as of the earliest to occur of: (i) the Lease Commencement Date, (ii) July 1, 2018, and (iii) expiration of the Termination Exercise Period without either party having delivered a Termination Exercise Notice. As to Tenant, the Early Termination Right shall be personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any other assignee, or any sublessee or other transferee of the Original Tenant's interest in this Lease.

(a) Corporation’s Early Termination Right.With the written approval of a majority of the Independent Directors, the Corporation may completely terminate this Agreement, as and to the extent provided herein, with respect to all amounts payable to the Members pursuant to this Agreement by paying to the Members the Early Termination Payment; provided that Early Termination Payments may be made pursuant to this Section 4.1(a) only if made to all Members that are entitled to such a payment simultaneously, and provided further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon the Corporation’s payment of the Early Termination Payment, the Corporation shall not have any further payment obligations under this Agreement, other than with respect to any: (i) prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of the Early Termination Notice; and (ii) current Tax Benefit Payment due for the Taxable Year ending on or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the calculation of the Early Termination Payment).If an Exchange subsequently occurs with respect to Units for which the Corporation has exercised its termination rights under this Section 4.1(a), the Corporation shall have no obligations under this Agreement with respect to such Exchange.

b. Landlord’s Notice if Sublandlord Exercises Jacobs Early Termination Right. If Sublandlord exercises the Jacobs Lease Early Termination Right and the Paragraph 59 Conditions are met, then, within thirty (30) days following Landlord’s receipt of Sublandlord’s notice of its exercise of the Jacobs Lease Early Termination Right, Landlord will provide notice to Tenant which shall state either: (i)that Landlord will lease either the Subleased Premises or another full floor of the Building in the same elevator bank as the Subleased Premises (the “Alternate Premises”) to Tenant on a direct basis on the Direct Lease Terms (hereinafter defined) (“Affirmative Direct Lease Notice”); or (ii)that Landlord will be unable to lease either the Subleased Premises or any Alternate Premises to Tenant on a direct basis (“Negative Direct Lease Notice”).

(a) Corporation’s Early Termination Right. The Corporation may terminate this Agreement with respect to all of the Holdco Units held (or previously held and exchanged) by the TRA Holders at any time by paying the TRA Holders the Early Termination Payment; provided that this Agreement shall only terminate upon the receipt of the Early Termination Payments by all TRA Holders that are entitled to the Early Termination Payment. Upon payment of the Early Termination Payment by the Corporation to the TRA Holders, neither the TRA Holders nor the Corporation shall have any further obligations under this Agreement, other than for any (i) Tax Benefit Payment agreed to by the Corporation and the TRA Holders as due and payable but unpaid as of the Early Termination Notice and (ii) Tax Benefit Payments due for any Taxable Year ending prior to, with or including the date of the Early Termination Notice (except to the extent that any amounts described in clause (ii) are included in the Early Termination Payment). Upon payment of all amounts described in this Section 4.01(a), this Agreement shall terminate.

On January12, 2008, the Company entered a lease agreement to lease its facility in Austin, Texas, U.S. On September15, 2010, the Company entered into a second lease agreement to lease additional space in Austin, Texas, U.S. On March20, 2013, the company extended the lease for another 21 months with the same terms and rental rates as the current leases. On February 28, 2015, the Company extended the leases for another four years with two years early termination right. The future minimum lease payments as of December31, 2018 are approximately $79,000 for the fiscal year 2019.

XML 27 R16.htm IDEA: XBRL DOCUMENT /* Do Not Remove This Comment */ function toggleNextSibling (e) { if (e.nextSibling.style.display=='none') { e.nextSibling.style.display='block'; } else { e.nextSibling.style.display='none'; } } v3.19.1 Note 9 - Commitments and Contingencies 12 Months Ended Dec. 31, 2018 Notes to Financial Statements Commitments Disclosure [Text Block] 9. Commitments and Contingencies On January12, 2008, the Company entered a lease agreement to lease its facility in Austin, Texas, U.S. On September15, 2010, the Company entered into a second lease agreement to lease additional space in Austin, Texas, U.S. On March20, 2013, the company extended the lease for another 21 months with the same terms and rental rates as the current leases. On February 28, 2015, the Company extended the leases for another four years with two years early termination right. The future minimum lease payments as of December31, 2018 are approximately $79,000 for the fiscal year 2019. Rent expense was approximately $782,000, $741,000 and $761,000 for the years ended December31, 2018, 2017 and 2016, respectively. On October 23, 2018, the honorable Judge Dustin M. Howell of the 459th Travis County District Court has issued a letter ruling granting the Company’s Motion to Dismiss the securities class action complaint brought against XBiotech (Case D-1-GN-17-003063). The District Court has directed the parties to prepare a formal order memorializing the ruling. Two federal cases were previously filed in the U.S. District Court for the Western District of Texas, but both of those cases have also been dismissed. Therefore, there no longer remains any litigation involving the Company. X - DefinitionThe entire disclosure for significant arrangements with third parties, which includes operating lease arrangements and arrangements in which the entity has agreed to expend funds to procure goods or services, or has agreed to commit resources to supply goods or services, and operating lease arrangements. Descriptions may include identification of the specific goods and services, period of time covered, minimum quantities and amounts, and cancellation rights.